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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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Check the appropriate box:

¨ |  | Preliminary Proxy Statement
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x |  | Definitive Proxy Statement
¨ |  | Definitive Additional Materials
¨ |  | Soliciting Material under §240.14a-12

DIAMOND HILL INVESTMENT GROUP, INC.
(Name of registrant as specified in its charter)
(Name of person(s) filing proxy statement, if other than the registrant)
Payment of Filing Fee (Check all boxes that apply):

x |  | No fee required

¨ |  | Fee paid previously with preliminary materials.
¨ |  | Fee computed on table in exhibit required by Item 25(b) per Securities Exchange Act Rules 14a-6(i)(1) and 0-11.

1

DIAMOND HILL INVESTMENT GROUP, INC.
ANNUAL LETTER TO SHAREHOLDERS
March 25, 2024
Dear Fellow Shareholders:
At Diamond Hill, we are fiercely committed to improving the lives of our clients and those they serve through the pursuit of exceptional investment results. Doing so requires discipline, patience, and a passion for what we do and who we serve. That passion drives us to develop outstanding, long-term partnerships with our clients because we know that excellent investment outcomes enable them to achieve their goals.
Achieving our long-term goals in an industry where change is constant can be challenging, especially when active managers continue to face several significant industry headwinds. Passive has been on the rise for decades — as of year-end 2023, assets in passive funds and ETFs surpassed their active counterparts. Against this backdrop, new funds launched have struggled to gain traction with only a small number reaching scale within five years. Pairing this trend with increased demand for private assets in the institutional space and increasingly in retail, traditional active managers continue to be squeezed from both sides.
And, of course, costs have been rising for asset managers — including distribution costs, growing product suites and the related data and technology to support them, operational and IT costs, and the ability to retain top investment talent to deliver strong results for clients. At the same time, rising revenues over the last 15 years have enabled a lack of cost discipline to persist within the industry. With revenues now slowing, the industry is starting to see the implications of higher cost structures.
As we look ahead, we understand the headwinds in front of us, and given our competitive advantages and our discipline to stay focused, we believe we are positioned well for long-term success. To succeed in this challenging environment over the long term, we must take market share from our competitors by delivering long-term outperformance and an exceptional client experience that differentiates us. On balance, investors are allocating more to passive products as well as to private equities and credit. Many of our competitors have pursued aggressive acquisition strategies to shift their businesses to meet that demand. The reality is that publicly traded active equity and fixed income are enormous categories that aren’t going anywhere anytime soon. In our view, this environment presents opportunities for those focused on actively managing concentrated portfolios with a valuation discipline and long-term ownership mindset. As such, we remain committed to our investment philosophy and approach, and we believe we can continue to deliver highly competitive investment outcomes for our clients.
It’s important to remember investors in passive products face higher investment risks than ever before. A handful of companies are now dominating US equity markets, exacerbating the already highly concentrated nature of returns. The tech-centric Magnificent 7 — Apple, Microsoft, Amazon, Alphabet, Nvidia, Meta and Tesla — accounted for more than half of 2023’s returns for index-based products tracking large-cap US equities. Passive strategies, by definition, do not come with the long-term analysis or portfolio oversight of their actively managed counterparts. The winning investments become an even greater share of the index, further tilting toward added risk. Investors have been willing to make that trade-off in strong market environments, and time will tell if this imbalance is sustainable. We are convinced that active management remains an essential component of investors’ success in the long run.
Instead of pursuing passive or private markets, as always, we remain focused on our strengths and prioritize areas where we have a competitive edge. While we know it will take dedication and resilience to succeed in the active strategies we’ve built our business on, fewer firms focused on this particular arena should further enable us to continue adding value for our clients and shareholders.
Our long-term success hinges on our ability to deliver outstanding investment performance and a differentiated client experience. Both are essential to maintain and grow enduring client partnerships. How do we do that?

We start by putting clients at the center of everything we do.
•We align our interests with our clients' by prioritizing their investment outcomes with a commitment to develop and retain excellent investment talent and manage capacity of our strategies to protect our team’s ability to deliver those outcomes.
•We invest alongside our clients, so we understand their experiences and are there with them through the ups and downs of the market.
•We ensure our portfolio managers are aligned with clients by looking at a long-term time horizon when evaluating their performance.
•We competitively structure our fees to achieve a fair sharing of economics with our clients.
Our success further relies on our shared investment principles that drive not only how we think about investing but also how we think about managing our business. We take an active approach in managing concentrated portfolios we believe are well-positioned to deliver better long-term returns than benchmarks or peers. This approach depends on our valuation discipline, which is critical in how we think about the prices we pay when making investment decisions. We also consider valuation explicitly when buying back our shares and are intentional about how we return excess capital to shareholders. Our ownership mentality allows us to make the hard decisions to own investments we expect to outperform in the long run, even when those investments may not deliver strong short-term returns— and we use that same ownership mentality and long-term orientation when making decisions on how we run our business. Finally, our capacity discipline ensures we are thoughtful about how we deliver excess returns to clients.
We head into 2024 with grounded optimism. Our fixed income and international equity strategies ended the year with strong five-year and since-inception results. We finished 2023 with strong Q4 performance across many of our US equity strategies, which helped improve our rolling five-year returns — strength that has continued into Q1 2024. We have a robust pipeline of interest from clients and prospects across our fixed income and international strategies and many of our more established US equity strategies.
The Future is Bright
Our industry's challenges and headwinds are not new, and we have spent much time assessing what it will take for our business to succeed over the long run. Focusing on investment excellence and an outstanding client experience is first and foremost. Investing in areas where we have competitive advantages and modernizing our operating model to support those investments and the growth that comes with it is also significant.
Over the past several years, we have developed and implemented a strategic plan designed to guide us successfully into the next phase of our growth. In 2022, we clearly defined our strategic objectives: deliver excellent returns, thoughtfully and sustainably grow our business, and diversify across several dimensions — including diversifying our assets, clients and how we deliver our portfolios.
This strategic plan led to the appointment of a dedicated chief investment officer, Matthew Stadelman, CFA, as well as a director of research, Win Murray, over the past several years. We also elevated our focus on recruiting, developing and retaining exceptional investment talent. We added new research team members to our US equity and fixed income teams in 2023, formalized an equity track in our internship program, and recently added an assistant portfolio manager who will focus on our small-mid and mid-cap strategies to support Chris Welch, CFA.
We upgraded our distribution and marketing technologies and processes over the past five years to enhance the client experience. We built a new marketing function equipped with state-of-the-art data and analytics, and we launched a new visual identity for our brand. We also substantially advanced our adoption of technologies to nurture collaboration and connection — with an eye on delivering an employee experience that attracts and retains top talent. To ensure we can effectively execute and deliver on all of our long-term strategic initiatives going forward, we elevated Jo Ann Quinif to president of Diamond Hill Capital Management, increasing her responsibility for additional parts of our business that align with ensuring a great client experience.

We reached a significant milestone in our fixed income strategies in 2023 — assets across our fixed income strategies surpassed the $3 billion mark. As of 29 February 2024, our fixed income assets exceeded $3.9 billion. We have made significant investments to diversify our business and grow our assets, and we are pleased to see progress in this critical asset class.
In late 2023 and early 2024, we looked deeply at our operating model to assess our preparedness for the future. We believe modernizing our operating model — and understanding how the industry is changing and the impact it will have on our business — is necessary to succeed in a world increasingly driven by data and technology. Our key conclusions are that many aspects of our business serve us sufficiently today and don't need immediate change. However, there are a few areas, such as our client reporting and research management systems, as well as our approach to data architecture and governance, that we are looking to optimize over the next two years to set us up for future success.
We believe our clients choose to work with us for our investment expertise and client-centric approach. We will continue proactively seeking to offer strategies in the vehicles our clients demand and improving our ability to customize strategies to meet their needs.
As we continue to evolve our business and pursue these operational goals, there are fundamental elements of who we are as a company that will not change. Our investment principles have always been, and will always be, the foundation of who we are and how we invest. Our fundamental commitment to prioritizing client interests is a constant that forms our identity and differentiates us from others. Our core competencies focus on delivering actively managed, concentrated, long-term-oriented strategies within US and international equity and fixed income. We will remain focused on areas where we have a competitive advantage and can offer differentiated solutions.
Diamond Hill has undergone many changes since its inception. Throughout these changes, we have remained a client-centric, investment-led boutique that prioritizes a strong culture and aspires to be a great workplace. We are confident this approach will continue serving our clients and shareholders well.
Financial Results
Equity and fixed income markets were volatile in 2023, with choppy performance throughout the year. A significant portion of the year’s gains came in the final two months — the MSCI All Country World Index advanced 6.75% through the end of October but finished the year with a 22.20% return. Likewise, the Bloomberg US Aggregate Bond Index, down 2.77% at the start of November, finished 2023 with a return of 5.53%, marking the best calendar year return since 2020 (+7.51%).
So, while we ended the year with total assets under management (AUM) and assets under advisement (AUA) of $29.2 billion, our average during the year was $27.3 billion, down 8% from 2022. Additionally, our mix of assets changed, partly due to fixed income inflows of $1.4 billion and equity outflows of $1.9 billion. Fixed income assets, which typically have lower fee rates, made up 14% of our AUM at the end of the year, an increase from 9% a year earlier. We recognize the impact on our business from net flows in 2023, but we are pleased with the progress we are making in adding fixed income assets.
The decline in average assets, as well as a lower average fee rate due to a shift toward lower-fee fixed income assets, resulted in a decline in revenue of 12% in 2023. We generated net operating income of $35.5 million and net operating profit margin of 26% in 2023. In managing our business, we focus on adjusted net operating income, which adjusts net operating income, as calculated in accordance with US generally accepted accounting principles (GAAP), to exclude the impact of market movements on the deferred compensation plan investments that run through net operating income, and the impact of any mutual funds that we consolidate. Adjusted net operating income was $41.4 million in 2023, down from $60.4 million in 2022, and our adjusted net operating profit margin was 30%.1 In addition to seeing the impact of inflationary pressure on many of our SG&A expenses, we manage the business with a long-term outlook and continue to make important investments in our business with that outlook in mind. The combination of the revenue decline and the investments in the business resulted in the decline in our adjusted net operating profit margin in 2023.
While 2023 was a challenging year, we focus on the long term in evaluating our results. From that perspective, we ended the year more positively than it began. The late-year rally boosted our ending AUM and AUA above $29 billion, more than $2.5 billion higher than where we started the year. Additionally, the strong market returns generated $23 million in investment
1 Adjusted net operating income and adjusted net operating profit margin are non-GAAP financial measures. See the Annex to this letter for a reconciliation of non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP.

income in 2023. Our net income attributable to common shareholders was $42.2 million, up from $40.4 million in 2022, and our earnings per share increased to $14.32 from $13.01 in the prior year.
Capital Allocation
Our capital allocation approach is designed to grow the intrinsic value of the business by investing in new and existing strategies and ensuring we have sufficient capital to operate the business in any market environment. When we believe we have more capital than is necessary to achieve those aims, we return capital to shareholders. Our approach has evolved over our history as we have deployed new methods of returning capital. Beginning in 2018, we began repurchasing shares for the first time. In 2021, we implemented our first regular quarterly dividend.
We may repurchase shares when they are trading below our estimate of the firm’s intrinsic value. Since we began repurchasing shares in 2018, we have repurchased approximately 954,000 shares totaling $146 million, representing approximately 27% of our shares outstanding when we initiated our repurchases. Those repurchases have been partially offset by the net issuance of approximately 245,000 shares in the form of compensation to our associates over that period. We believe share-based compensation is a meaningful way to align our interests with shareholders. Since 2018, we have reduced our total share count by 711,000 shares, or 20%. Share repurchases in 2023 were approximately 213,000 shares, totaling $34.6 million.
After considering strategic uses of capital and share repurchases, we evaluate any excess capital to pay dividends. In 2023, we paid shareholders a $1.50 per share regular quarterly dividend, totaling $6.00 per share, or approximately $17.7 million. We have paid dividends for 16 consecutive years, cumulatively totaling $139.00 per share.
Each year, we will continue to consider paying a special dividend in Q4 after assessing our strategic capital deployment and share repurchases during the year. In 2023, we determined not to pay a special dividend in Q4 given the large capital return via share repurchases as well as our regular quarterly dividends during the year, which combined totaled $52.5 million.
Conclusion
While Jim Laird will continue as a board member through the end of his term in 2025, effective February 29, 2024, he has stepped down from his role as chairman. We are grateful to Jim for his leadership over the years and his many contributions to our success, first as Diamond Hill’s chief financial officer and president of Diamond Hill Funds from 2001 to 2014, as a director on our board since 2011 and as chairman since 2019.
We believe the best way to generate strong long-term shareholder returns is to deliver excellent investment outcomes for our clients. Our investment team is intensely focused on generating alpha for our clients, and our entire firm is committed to developing and maintaining partnerships that help instill the confidence required to remain invested through complete market cycles. This perspective has enabled us to grow new and existing client relationships, which ultimately helps us deliver returns to our shareholders.
Sincerely,
Heather Brilliant
Chief Executive Officer and President

ANNEX - RECONCILIATION OF NON-GAAP MEASURES
As a supplement to information calculated and presented in accordance with U.S. generally accepted accounting principles (“GAAP”), Diamond Hill Investment Group, Inc. (the “Company”) is providing certain financial measures that are based on methodologies other than GAAP (“non-GAAP”). Management believes the non-GAAP financial measures below are useful measures of the Company’s core business activities, are important metrics in estimating the value of an asset management business, and help facilitate comparisons to Company operating performance across periods. These non-GAAP financial measures should not be used as a substitute for financial measures calculated in accordance with GAAP and may be calculated differently by other companies. The following schedules reconcile the difference between financial measures calculated in accordance with GAAP and non-GAAP financial measures for the years ended December 31, 2023 and 2022, respectively.

| Year Ended December 31, 2023
(in thousands, except percentages and per share data) | Total operating expenses |  | Net operating income |  | Total non-operating income |  | Income tax expense(5) |  | Net income attributable to common shareholders |  | Earnings per share attributable to common shareholders - diluted |  | Net operating profit margin
GAAP Basis | $ | 101,212 |  |  | $ | 35,504 |  |  | $ | 23,071 |  |  | $ | 15,490 |  |  | $ | 42,226 |  |  | $ | 14.32 |  |  | 26 | %
Non-GAAP Adjustments: |  |  |  |  |  |  |  |  |  |  |  |  |
Deferred compensation liability(1) | (5,600) |  |  | 5,600 |  |  | (5,600) |  |  | — |  |  | — |  |  | — |  |  | 4 | %
Consolidated Funds(2) | — |  |  | 330 |  |  | (4,148) |  |  | (793) |  |  | (2,166) |  |  | (0.73) |  |  | — |
Other investment income(4) | — |  |  | — |  |  | $ | (13,323) |  |  | (3,571) |  |  | (9,752) |  |  | (3.31) |  |  | — |
Adjusted Non-GAAP Basis | $ | 95,612 |  |  | $ | 41,434 |  |  | — |  |  | $ | 11,126 |  |  | $ | 30,308 |  |  | $ | 10.28 |  |  | 30 | %

| Year Ended December 31, 2022
(in thousands, except percentages and per share data) | Total operating expenses |  | Net operating income |  | Total non-operating loss |  | Income tax expense(5) |  | Net income attributable to common shareholders |  | Earnings per share attributable to common shareholders - diluted |  | Net operating profit margin
GAAP Basis | $ | 90,165 |  |  | $ | 64,331 |  |  | $ | (13,373) |  |  | $ | 14,088 |  |  | $ | 40,434 |  |  | $ | 13.01 |  |  | 42 | %
Non-GAAP Adjustments: |  |  |  |  |  |  |  |  |  |  |  |  |
Deferred compensation liability(1) | 4,402 |  |  | (4,402) |  |  | 4,402 |  |  | — |  |  | — |  |  | — |  |  | (3) | %
Consolidated Funds(2) | — |  |  | 423 |  |  | 11,317 |  |  | 2,113 |  |  | 6,063 |  |  | 1.95 |  |  | — |
Gain on sale of High Yield-Focused Advisory Contracts(3) | — |  |  | — |  |  | (6,814) |  |  | (1,761) |  |  | (5,053) |  |  | (1.63) |  |  | — |
Other investment income(4) | — |  |  | — |  |  | $ | 4,468 |  |  | 1,155 |  |  | 3,313 |  |  | 1.07 |  |  | — |
Adjusted Non-GAAP Basis | $ | 94,567 |  |  | $ | 60,352 |  |  | — |  |  | $ | 15,595 |  |  | $ | 44,757 |  |  | $ | 14.40 |  |  | 39 | %

(1) This non-GAAP adjustment removes the compensation expense resulting from market valuation changes in the Diamond Hill Fixed Term Deferred Compensation Plan and the Diamond Hill Variable Term Deferred Compensation Plan’s (together, the “Deferred Compensation Plans”) liability and the related net gains or losses on investments designated as an economic hedge against the related liability. Amounts deferred under the Deferred Compensation Plans are adjusted for appreciation/depreciation of investments chosen by participants. The Company believes it is useful to offset the non-operating investment income or loss realized on the hedges against the related compensation expense and remove the net impact to help readers understand the Company’s core operating results and to improve comparability from period to period.
(2) This non-GAAP adjustment removes the impact that the Diamond Hill International Fund and the Diamond Hill Large Cap Concentrated Fund (during a period for which such fund is or such funds are consolidated, the “Consolidated Funds”) have on the Company’s GAAP consolidated statements of income. Specifically, the Company adds back the operating expenses and subtracts the investment income of the Consolidated Funds. The adjustment to net operating income represents the operating expenses of the Consolidated Funds, net of the elimination of related management and administrative fees. The adjustment to net income attributable to common shareholders represents the net income of the Consolidated Funds, net of redeemable non-controlling interests. The Company believes removing the impact of the Consolidated Funds helps readers understand its core operating results and improves comparability from period to period.
(3) This non-GAAP adjustment removes the impact of the gain on the sale of the Diamond Hill Corporate Credit and the Diamond Hill High Yield investment advisory contracts (together, the “High Yield-Focused Advisory Contracts”) to Brandywine Global Investment Management, LLC effective July 30, 2021. The sale of the High Yield-Focused Advisory Contracts was a discrete transaction; thus, the Company believes that removing the impact of the gain helps readers understand the Company’s core operating results and improves comparability from period to period.
(4) This non-GAAP adjustment represents the net gains or losses earned on the Company’s non-consolidated investment portfolio that are not designated as economic hedges of the Deferred Compensation Plans’ liability, non-consolidated seed investments, and other investments. The Company believes adjusting for these non-operating income or loss items helps readers understand the Company’s core operating results and improves comparability from period to period.
(5) The income tax expense impacts were calculated and resulted in an overall non-GAAP effective tax rate of 26.8% for 2023 and 25.8% for 2022.

Diamond Hill Investment Group, Inc.
325 John H. McConnell Boulevard, Suite 200
Columbus, Ohio 43215
March 25, 2024
Dear Shareholders:
We cordially invite you to attend the 2024 Annual Meeting of Shareholders of Diamond Hill Investment Group, Inc., to be held at Diamond Hill Investment Group, Inc., 325 John H. McConnell Boulevard, Suite 125, Columbus, Ohio 43215, on Thursday, May 9, 2024 at 10:00 a.m. Eastern Time.
The attached Notice of Annual Meeting and Proxy Statement describe the formal business to be transacted at the meeting. Immediately following the meeting, we will hold a management presentation to report on our operations, and our directors and officers will be present to respond to any appropriate questions you may have. For the management presentation only, there will be the option to participate virtually, and the link will be made available on our website, ir.diamond-hill.com.
On behalf of the Board of Directors, we urge you to sign, date, and return the enclosed proxy card as soon as possible, even if you plan to attend the Annual Meeting. Returning the enclosed proxy card will not prevent you from voting in person, but it will ensure that your vote is counted if you are unable to attend the Annual Meeting. Your vote is important, regardless of the number of shares you own.
Sincerely,
Heather E. Brilliant
Chief Executive Officer and President

Diamond Hill Investment Group, Inc.
325 John H. McConnell Boulevard, Suite 200, Columbus, Ohio 43215
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 9, 2024
Notice is hereby given that the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of Diamond Hill Investment Group, Inc. (the “Company”) will be held at Diamond Hill Investment Group, Inc., 325 John H. McConnell Boulevard, Suite 125, Columbus, Ohio 43215, on Thursday, May 9, 2024 at 10:00 a.m. Eastern Time, to consider and act upon the following matters:
1)The election of six directors to serve on the Company’s Board of Directors (“Board”) until the Company’s 2025 Annual Meeting of Shareholders and until their successors have been duly elected and qualified;
2)The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024;
3)An advisory resolution to approve the 2023 compensation of the Company’s named executive officers; and
4)Such other business as may properly come before the Annual Meeting or any adjournment thereof.
Action may be taken on the foregoing proposals at the Annual Meeting or at any postponement or adjournment of the Annual Meeting. The Board has fixed the close of business on March 11, 2024, as the record date for determining the shareholders entitled to vote at the Annual Meeting and any postponements or adjournments thereof. On or about March 25, 2024, the Company began mailing to shareholders of record as of the close of business on March 11, 2024, the accompanying Proxy Statement, the form of proxy (also known as a proxy card), and the Company’s 2023 Annual Report to shareholders.
PROMPTLY RETURNING YOUR PROXY CARD WILL SAVE THE COMPANY THE EXPENSE OF MAKING FURTHER REQUESTS FOR PROXIES IN ORDER TO OBTAIN A QUORUM. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN, DATE, AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE. ALTERNATIVELY, REFER TO THE INSTRUCTIONS ON THE PROXY CARD TO TRANSMIT YOUR VOTING INSTRUCTIONS VIA THE INTERNET OR BY TELEPHONE. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY REVOKE YOUR PREVIOUSLY SUBMITTED PROXY AND VOTE IN PERSON AS DESCRIBED IN THE PROXY STATEMENT.
By order of the Board,
Carlotta D. King, Secretary
Columbus, Ohio
March 25, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 9, 2024: The Proxy Statement and the Company’s 2023 Annual Report on Form 10-K are available without charge at the following location: https://ir.diamond-hill.com/sec-filings-ownership/proxy-materials/

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Diamond Hill Investment Group, Inc.
325 John H. McConnell Boulevard, Suite 200
Columbus, Ohio 43215
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS OF
DIAMOND HILL INVESTMENT GROUP, INC.
TO BE HELD ON MAY 9, 2024
This Proxy Statement is being furnished to the shareholders of Diamond Hill Investment Group, Inc., an Ohio corporation (the “Company”), in connection with the solicitation of proxies by its Board of Directors (the “Board”) for use at its 2024 Annual Meeting of Shareholders (the “Annual Meeting”) to be held at Diamond Hill Investment Group, Inc., 325 John H. McConnell Boulevard, Suite 125, Columbus, Ohio 43215, at 10:00 a.m., Eastern Time, on May 9, 2024, and any postponement or adjournment thereof. A copy of the Notice of Annual Meeting accompanies this Proxy Statement. This Proxy Statement and the enclosed form of proxy (also known as a proxy card) are first being mailed to shareholders on or about March 25, 2024. Only shareholders of record at the close of business on March 11, 2024, the record date for the Annual Meeting, are entitled to notice of, and to vote at, the Annual Meeting.
The purposes of this Annual Meeting are to:
1) Elect six directors to serve on the Board until the Company’s 2025 Annual Meeting of Shareholders and until their successors have been duly elected and qualified;
2) Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024;
3) Approve, on an advisory basis, the 2023 compensation of the Company’s named executive officers (“NEOs”); and
4) Transact such other business that may properly come before the Annual Meeting or any postponement or adjournment thereof.
Those shares of common stock represented by: (i) properly signed proxy cards received by the Company prior to the Annual Meeting, or (ii) properly authenticated voting instructions recorded electronically over the Internet or by telephone prior to 11:59 p.m., Eastern Time on May 8, 2024 and, in each case, that are not revoked, will be voted at the Annual Meeting as directed by the shareholders. If a shareholder submits a valid proxy and does not specify how their shares should be voted, they will be voted as recommended by the Board. The proxy holders will use their best judgment regarding any other matters that may properly come before the Annual Meeting.

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TABLE OF CONTENTS

Section |  | Page
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING |  | 1
PROCEDURAL MATTERS |  | 3
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |  | 5
PROPOSAL 1 — ELECTION OF DIRECTORS |  | 6
MAJORITY VOTING |  | 6
DIRECTOR INDEPENDENCE |  | 6
THE NOMINEES |  | 6
THE BOARD OF DIRECTORS AND COMMITTEES |  | 9
COMPENSATION OF DIRECTORS |  | 11
CORPORATE GOVERNANCE |  | 13
EXECUTIVE OFFICERS |  | 16
EXECUTIVE COMPENSATION |  | 17
COMPENSATION COMMITTEE REPORT |  | 17
COMPENSATION DISCUSSION AND ANALYSIS |  | 17
EXECUTIVE OFFICER STOCK OWNERSHIP AND RETENTION GUIDELINES |  | 23
SUMMARY COMPENSATION TABLE |  | 23
GRANT OF PLAN BASED AWARDS FOR 2023 |  | 25
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023 |  | 25
OPTION EXERCISES AND STOCK VESTED FOR 2023 |  | 26
PENSION BENEFITS AND NON-QUALIFIED DEFERRED COMPENSATION |  | 26
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL |  | 26
PAY RATIO DISCLOSURE |  | 28
PAY VS PERFORMANCE TABLE |  | 30
PROPOSAL 2 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |  | 34
AUDIT COMMITTEE REPORT |  | 36
PROPOSAL 3 - ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS |  | 37
ADDITIONAL INFORMATION |  | 38
SHAREHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS |  | 38
SHAREHOLDER PROPOSALS FOR 2025 ANNUAL MEETING |  | 38
SHAREHOLDERS SHARING THE SAME ADDRESS |  | 38
OTHER BUSINESS |  | 39

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING
Q: When and where will the Annual Meeting take place?
A: The Annual M eeting will be held at Diamond Hill Investment Group, Inc., 325 John H. McConnell Boulevard, Suite 125, Columbus, Ohio 43215, on Thursday, May 9, 2024, at 10:00 a.m., Eastern Time.
Q: How do I attend the Annual Meeting?
A: The Company will hold the Annual Meeting in person as scheduled. If you attend the Annual Meeting, you may be asked to present valid photo identification, such as a driver’s license or passport. If you are a beneficial holder, you may also be asked to present a copy of a brokerage or bank statement reflecting your beneficial ownership of the Compan y’s shares as of the record date. Cameras, recording devices, and other electronic devices will not be permitted at the Annual Meeting.
Immediately following the Annual Meeting, the Company will hold a management presentation to report on its operations, and its directors and officers will be present to respond to any appropriate questions you may have. For the management presentation only, there will be the option to participate virtually and the link will be made available on the Company’s website, ir.diamond-hill.com.
Q: What may I vote on at the Annual Meeting?
A: At the Annual Meeting, you will be asked to:
•Elect six directors to serve on the Board until the Company’s 2025 Annual Meeting of Shareholders and until their successors have been duly elected and qualified;
•Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024;
•Approve, on an advisory basis, the 2023 compensation of the Company’s NEOs; and
•Vote on such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof.
Q: What do I need to do now?
A: After carefully reading this Proxy Statement and the accompanying materials, indicate on the enclosed proxy card how you want your shares to be voted and then sign and mail the proxy card promptly in the enclosed envelope. Alternatively, you may vote by phone or over the Internet in accordance with the instructions on your proxy card. The deadline for transmitting voting instructions over the Internet or telephonically is 11:59 p.m. Eastern Time on Wednesday, May 8, 2024. If you vote by phone or over the Internet, you do not need to return a proxy card. You should be aware that if you vote over the Internet or by phone, you may incur costs associated with electronic access, such as usage charges from Internet service providers and telephone companies. If you are a beneficial owner, you should review the instructions provided by your broker, bank, or other nominee to determine the procedures and deadlines that you must follow.
Q: What does it mean if I get more than one proxy card?
A: If your shares are registered in more than one account, you will receive more than one proxy card. If you intend to vote by mail, please sign, date, and return all proxy cards to ensure that all your shares are voted. If you are a record holder and intend to vote by telephone or over the Internet, you must do so for each individual proxy card you receive.
Q: What is the difference between holding shares as a shareholder of record and as a beneficial owner?
A: Many shareholders are beneficial owners of the Company’s shares, meaning they hold their shares in “street name” through a broker, bank, or other nominee. As summarized below, there are some distinctions between shares held of record and shares owned beneficially.
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Shareholder of Record. For shares registered directly in your name with the Company’s transfer agent, you are considered the shareholder of record, and the Company is sending this Proxy Statement and related materials directly to you. As a shareholder of record, you have the right to vote in person at the Annual Meeting or you may grant your proxy directly to the Board’s designees by completing, signing, and returning the enclosed proxy card, or voting over the Internet or by phone.
Beneficial Owner. For shares held in “street name”, you are considered the beneficial owner, and this Proxy Statement and related materials are being forwarded to you by your broker, bank, or other nominee, who is the shareholder of record. As the beneficial owner, you have the right to direct your broker, bank, or other nominee on how to vote your shares. Your broker, bank, or other nominee will provide you with information on the procedures you must follow to instruct them how to vote your shares or how to revoke previously given voting instructions. Beneficial owners should contact their broker, bank, or other nominee to determine applicable deadlines.
Q: If my shares are held in “street name” by my broker, will my broker vote my shares for me?
A: Your broker, bank, or other nominee will vote your shares in the manner you instruct, and you should follow the voting instructions your broker, bank, or other nominee has provided to you. However, if you do not provide voting instructions to your broker, bank, or other nominee, it may vote your shares in its discretion on certain “routine” matters. The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year is considered a routine matter, and if you do not submit voting instructions, your broker, bank, or other nominee may choose, in its discretion, to vote or not vote your shares on the ratification. None of the other matters to be voted on at the Annual Meeting are routine, and your broker, bank, or other nominee may not vote your shares on those matters without your instructions.
Q: May I revoke my proxy or change my vote after I have mailed a proxy card or voted electronically over the Internet or by telephone?
A: Yes. You may change your vote at any time before your proxy is voted at the Annual Meeting. If you are the record holder of the shares, you can do this in any one of three ways:
•Send a written statement to Carlotta D. King, Secretary, at Diamond Hill Investment Group, Inc., 325 John H. McConnell Boulevard, Suite 200, Columbus, Ohio 43215, stating that you would like to revoke your proxy, which must be received prior to the Annual Meeting;
•Send a newly-signed and later-dated proxy card, which must be received prior to the Annual Meeting, or submit later-dated electronic voting instructions over the Internet or by telephone no later than 11:59 p.m., Eastern Time on May 8, 2024; or
•Attend the Annual Meeting and either revoke your proxy in person prior to the start of voting at the Annual Meeting or vote in person at the Annual Meeting. Attending the Annual Meeting will not, by itself, revoke your proxy or a prior Internet or telephone vote.
If you are a beneficial owner, you may change your vote by submitting new voting instructions to your broker, bank, or other nominee. You should review the instructions provided by your broker or nominee to determine the procedures that you must follow.
Q: Can I vote my shares in person at the Annual Meeting?
A: You may vote shares for which you are the record holder in person at the Annual Meeting. If you choose to attend, please bring the enclosed proxy card and valid photo identification, such as a driver’s license or passport. If you are a beneficial owner and you wish to attend the Annual Meeting and vote in person, you will need to bring and provide to the Secretary a signed proxy from your broker, bank, or other nominee giving you the right to vote your shares at the Annual Meeting and a valid photo identification. To obtain directions to attend the Annual Meeting and vote in person, please call Carlotta D. King, Secretary, at (614) 255-3333 or visit the Company’s website, https://www.diamond-hill.com/contact/.
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Q: How will my shares be voted if I submit a proxy without voting instructions?
A: If you submit a proxy and do not indicate how you want your shares voted, your proxy will be voted on the proposals as recommended by the Board. The Board’s recommendations are set forth in this Proxy Statement.
Q: What are the Board’s recommendations on the matters to be considered at the Annual Meeting?
A: The Board’s recommendations on the matters to be considered at the Annual Meeting are set forth in this Proxy Statement.
Q: Who can answer my questions about how I can submit or revoke my proxy or vote by phone or via the Internet?
A: If you are a record holder and have more questions about how to submit your proxy, please call Carlotta D. King, Secretary, at (614) 255-3333. If you are a beneficial owner, you should contact your broker, bank, or other nominee to determine the procedures and deadlines that you must follow.
PROCEDURAL MATTERS
Record Date
Only the Company’s shareholders of record at the close of business on March 11, 2024, the record date, will be entitled to vote at the Annual Meeting. As of the record date, there were 2,819,549 shares outstanding and entitled to be voted at the Annual Meeting.
Proxy
Your shares will be voted at the Annual Meeting as you direct on your signed proxy card or in your telephonic or Internet voting instructions. If you are a record holder and submit a proxy card without voting instructions, it will be voted as recommended by the Board. If you are a beneficial owner, you have the right to direct your broker, bank, or other nominee on how to vote your shares, and you should contact your broker, bank, or other nominee to determine the procedures and deadlines that you must follow. The Board’s recommendations are set forth in this Proxy Statement. The duly appointed proxy holders will vote in their discretion on any other matters that may properly come before the Annual Meeting.
Voting
A shareholder may cast one vote for each outstanding share held by the shareholder on each separate matter of business properly brought before the Annual Meeting. If you are a beneficial owner, you are encouraged to instruct your broker, bank, or other nominee as to how to vote your shares. The Company’s shareholders do not have cumulative voting rights with respect to the election of directors.
Proposal 1 - Director election. Votes that shareholders cast “FOR” a director-nominee must exceed the votes that shareholders cast “AGAINST” a director-nominee for the individual to be elected. Please also see the discussion of the “Majority Voting” provisions within Proposal 1.
Proposal 2 - Ratification of selection of KPMG. The affirmative vote of the holders of a majority of the shares cast on the proposal is required to ratify the selection of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2024.
Proposal 3 - Advisory vote on 2023 NEO compensation. The affirmative vote of the holders of a majority of the shares cast on the proposal is required for the approval of the advisory vote on the 2023 compensation of the Company’s NEOs.
Effect of broker non-votes and abstentions. Under the applicable regulations of the Securities and Exchange Commission (the “SEC”) and the rules of the exchanges and other self-regulatory organizations of which the brokers, banks, and other nominees are members, brokers, banks, and other nominees who hold shares in street name for beneficial owners may sign and submit proxies and may vote those shares on certain “routine” matters. Proposal 2 is considered routine, and Proposals 1 and 3 are considered to be “non-routine” matters. Under applicable stock exchange rules, brokers, banks, and other nominees
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are not permitted to vote on non-routine matters without instruction from the beneficial holders. Proxies that are signed and submitted by brokers, banks, and other nominees that have not been voted on non-routine matters are referred to as “broker non-votes”.
Neither broker non-votes nor abstentions will have any effect on the election of directors, the ratification of the appointment of KPMG, or the advisory approval of 2023 NEO compensation.
Quorum
Business can be conducted at the Annual Meeting only if a quorum, consisting of the holders of at least a majority of the Company’s outstanding shares entitled to vote, is present, either in person or by proxy. Abstentions and broker non-votes will be counted toward establishing a quorum. If a quorum is not present at the time the Annual Meeting is convened, a majority of the shares represented in person or by proxy may adjourn the Annual Meeting to a later date and time, without notice other than announcement at the Annual Meeting. At any such adjournment of the Annual Meeting at which a quorum is present, any business may be transacted which might have been transacted at the Annual Meeting as originally called.
Solicitation; Expenses
The Company will pay all expenses of the Board’s solicitation of the proxies for the Annual Meeting, including the cost of preparing, assembling, and mailing the Notice of Annual Meeting, proxy card, Proxy Statement, and annual report to shareholders that accompanies this Proxy Statement (the “Annual Report”), postage for return envelopes, the handling and expenses for tabulation of proxies received, and charges of brokerage houses and other institutions, nominees, or fiduciaries for forwarding such documents to beneficial owners. The Company will not pay any electronic access charges associated with Internet or telephonic voting incurred by a shareholder. The Company may solicit proxies in person or by telephone, facsimile, or e-mail. Its officers, directors, and employees may also assist with solicitation, but will receive no additional compensation for doing so.
No person is authorized to give any information or to make any representation not contained in this Proxy Statement, and you should not rely on any such information or representation. This Proxy Statement does not constitute the solicitation of a proxy in any jurisdiction from any person to whom it is unlawful to make such proxy solicitation in such jurisdiction. The delivery of this Proxy Statement does not, under any circumstances, imply that there has not been any change in the information set forth herein since the date of this Proxy Statement.
Requests for Proxy Statement, Annual Report, and Form 10-K; Internet Availability
The Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “Form 10-K”), including audited consolidated financial statements, is included in the Annual Report that accompanies this Proxy Statement. The Annual Report is intended to satisfy the Company’s obligation to provide an annual report to its shareholders pursuant to Rule 14a-3(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company is delivering a single copy of this Proxy Statement and the Annual Report to multiple shareholders sharing an address, unless it has received instructions from one or more of these shareholders to the contrary. However, each shareholder will continue to receive a separate proxy card. The Company will promptly deliver a separate copy of the Proxy Statement and/or Form 10-K, at no charge, upon receipt of a written or oral request by a record shareholder at a shared address to which a single copy of the documents was delivered. Written or oral requests for a separate copy of the documents, or to provide instructions for delivery of documents in the future, may be directed to Carlotta D. King, Secretary, at Diamond Hill Investment Group, Inc., 325 John H. McConnell Boulevard, Suite 200, Columbus, Ohio 43215 or by phone at (614) 255-3333. Additionally, this Proxy Statement, the Annual Report, and the Form 10-K are available on the internet free of charge at: https://ir.diamond-hill.com/sec-filings-ownership/proxy-materials/.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth beneficial ownership of the Company’s shares of common stock by: (a) all persons known by to beneficially own 5% or more of the Company’s outstanding shares, (b) each director and director nominee of the Company, (c) the Company’s NEOs, and (d) all of the Company’s executive officers, directors, and director nominees as a group. Although not required, the Company has also voluntarily disclosed all shares of common stock beneficially owned by all of its other employees, excluding its executive officers. Unless otherwise indicated, the named persons exercise sole voting and dispositive power over the shares listed. None of the named persons hold any outstanding options to acquire Company common stock, and none of the named persons have pledged any common stock of the Company as security. Except as otherwise indicated, all information is as of March 11, 2024.

Name of Beneficial Owner | Amount and Nature of Beneficial Ownership |  | Percent of Class(1)
Heather E. Brilliant | 48,184 |  | (2) | 1.7 | %
Richard S. Cooley | 7,164 |  |  | *
James F. Laird | 30,500 |  |  | 1.1 | %
Thomas E. Line | 18,484 |  | (2) | *
Paula R. Meyer | 2,764 |  |  | *
Jo Ann Quinif | 22,784 |  | (2) | *
Nicole R. St. Pierre | 3,764 |  |  | *
L’Quentus Thomas | 1,385 |  |  | *
Directors, nominees, and executive officers as a group (8 persons) | 135,029 |  |  | 4.8 | %
All other employees of the Company (126 persons) | 409,810 |  | (3) | 14.5 | %
5% Beneficial Owners |  |  |
BlackRock, Inc.(4) | 258,602 |  |  | 9.2 | %
The Vanguard Group(5) | 162,419 |  |  | 5.8 | %
Royce & Associates, LP(6) | 160,476 |  |  | 5.7 | %

_______________
(1) In this column, beneficial ownership of less than 1% is represented by an asterisk (*). The percent of class is based upon the number of shares of common stock beneficially owned by the named person or entity divided by 2,819,549, which was the total number of shares that were issued and outstanding as of March 11, 2024.
(2) These amounts include 473, 1,294, and 816 shares for Ms. Brilliant, Mr. Line, and Ms. Quinif respectively, that are held in the Diamond Hill Investment Group 401(k) Plan and Trust (the “401(k) Plan”).
(3) This amount includes all employees of the Company, other than executive officers, as of March 11, 2024. Each employee has sole voting power over the shares of such employee reflected in the table. Certain shares are subject to restrictions on disposition. The employees do not constitute a “Group” as defined by Rule 13d-1 under the Exchange Act.
(4) This information is based on the Schedule 13G/A filed with the SEC on January 25, 2024 by BlackRock, Inc. to report beneficial ownership by its subsidiaries (BlackRock Advisors, LLC, Aperio Group, LLC, BlackRock Asset Management Canada Limited, BlackRock Fund Advisors, BlackRock Asset Management Ireland Limited, BlackRock Institutional Trust Company, National Association, BlackRock Financial Management, Inc., BlackRock Fund Managers Ltd, BlackRock Asset Management Schweiz AG, and BlackRock Investment Management, LLC) of shares as of December 31, 2023. The Schedule 13G/A reported that BlackRock, Inc., through its subsidiaries, had sole voting power over 252,059 shares and sole dispositive power over 258,602 shares. The address reported for BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.
(5) This information is based on the Schedule 13G/A filed with the SEC on February 13, 2024 by The Vanguard Group to report its beneficial ownership of shares as of December 29, 2023. The Schedule 13G/A reported that The Vanguard Group had shared voting power over 5,348 shares, sole dispositive power over 154,170 shares, and shared dispositive power over 8,249 shares. The address reported for The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.
(6) This information is based on the Schedule 13G/A filed with the SEC on January 23, 2024 by Royce & Associates, LP to report its beneficial ownership of shares as of December 31, 2023. The Schedule 13G/A reported that Royce & Associates, LP had sole voting power over 160,476 shares and sole dispositive power over 160,476 shares. The address reported for Royce & Associates, LP is 745 Fifth Avenue, New York, NY 10151.
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PROPOSAL 1 — ELECTION OF DIRECTORS
The Board guides the strategic direction of the Company and oversees its management. All of the Company’s directors are elected annually.
Pursuant to the recommendation of the Nominating and Governance Committee, the Board has nominated the six nominees listed below for election, all of whom are current directors, to hold office until the 2025 Annual Meeting of Shareholders and until their respective successors are elected and qualified. If any nominee becomes unable or unwilling to serve between the date of this Proxy Statement and the Annual Meeting, proxies will be voted FOR the election of a replacement recommended by the Nominating and Governance Committee and approved by the Board.
Pursuant to the Company’s Corporate Governance Guidelines (the “Guidelines”), the Nominating and Governance Committee is responsible for articulating and managing Board leadership succession processes. Although there are no formal limits in the Guidelines on the length or number of terms a director can serve in any Board leadership role, in general, directors transition out of their leadership roles after serving in them for five years. As a result and consistent with ordinary Board leadership succession planning, since James F. Laird began serving as Chair of the Board (“Board Chair”) in 2019, on February 29, 2024, Mr. Laird’s term as Board Chair ended and Richard S. Cooley was appointed to succeed him as Board Chair.
Majority Voting
In an uncontested election, a nominee must receive more “FOR” votes than “AGAINST” votes to be elected. In addition, pursuant to the Guidelines, any director who fails to obtain the required vote in an uncontested election will promptly submit their resignation to the Board. The Board will then decide, after considering the Nominating and Governance Committee’s recommendation, whether to accept the resignation, decline the resignation, or decline the resignation with conditions. The Board will make any such decision within 90 days following the date of the Annual Meeting at which such uncontested election occurred. Plurality voting will apply to any contested elections.
Director Independence
The Board has determined that each of Mr. Cooley, Mr. Laird, Paula R. Meyer, Nicole R. St. Pierre, and L'Quentus Thomas qualifies as independent under the rules and independence standards of The Nasdaq Stock Market (“Nasdaq”), as well as applicable SEC requirements. The Board has also determined that Randolph J. Fortener and Mark J. Zinkula qualified as independent during the period for which they each served as a director in 2023. The Board has determined that Heather E. Brilliant is not independent due to her status as an executive officer of the Company. There are no family relationships among the Company’s directors and executive officers. In making its determination regarding the independence of directors, the Board reviewed and considered each director’s direct and indirect relationship with the Company.
The Nominees
The Board has determined that all of the Company’s director nominees are qualified to serve as directors of the Company. In addition to their specific business experience listed below, each of the Company’s director nominees has the tangible and intangible skills and attributes that the Board believes are required to be an effective director of the Company, including experience at senior levels in areas of expertise helpful to the Company, a willingness and commitment to assume the responsibilities required of a director, and the character and integrity that the Board expects of the Company’s directors. The specific qualifications of each individual nominee are set forth under such nominee’s name below.
Heather E. Brilliant, CFA, age 47, was appointed as a director as well as Chief Executive Officer and President (“CEO”) of the Company effective September 3, 2019. She has also been CEO of Diamond Hill Capital Management, Inc. (“DHCM”) since September 3, 2019 and served as President of DHCM from September 3, 2019 to March 31, 2023. Ms. Brilliant previously served as Chief Executive Officer, Americas with First State Investments, from 2017 until joining the Company. Prior to that role, she spent almost 14 years with Morningstar (a financial services firm) where she served as Global Head of Equity & Credit Research before advancing to Chief Executive Officer, Morningstar Australasia. Earlier in her career, she held several roles analyzing both credit and equity at firms including Driehaus Capital Management (an investment adviser), Coghill Capital Management (an investment adviser), and Bank of America (a multinational investment bank and financial services holding company).
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Ms. Brilliant received her Bachelor of Arts degree from Northwestern University and a Master of Business Administration (“MBA”) from the University of Chicago. Ms. Brilliant also holds the Chartered Financial Analyst (“CFA”) designation and is past chair and served as a member of the CFA Institute Board of Governors from 2013-2020.
Ms. Brilliant’s qualifications to serve on the Board include her current experience as the Company’s President and CEO, her prior experience as CEO of a division of an investment firm, and her in-depth knowledge of the investment management industry through her more than 20 years of experience as an investment professional and industry executive.
Richard S. Cooley, age 55, has been a director of the Company since 2020 and Board Chair since February 29, 2024. He served as Chair of the Audit Committee from 2020 until February 29, 2024, and serves on the Audit Committee, Compensation Committee, and Nominating and Governance Committee. Mr. Cooley has been determined by the Board to be an audit committee financial expert as defined by the SEC and is a non-executive director. Since 2023, Mr. Cooley has been a Collegiate Assistant Professor and Harper-Schmidt Fellow at the University of Chicago (a private research university). During the preceding five years, Mr. Cooley primarily and intermittently served as a teaching fellow or teaching assistant at the University of Chicago. From 2007 to 2013, Mr. Cooley served as Morningstar, Inc.’s (a financial services firm) Chief Financial Officer (“CFO”), and was responsible for the firm’s investor relations, financial reporting, corporate finance, tax, corporate communications, and U.S. national sales teams. Prior to becoming CFO, from 2003 to 2007 Mr. Cooley was CEO of Morningstar’s operations in Australia and New Zealand. Mr. Cooley also established Morningstar’s government affairs function.
Mr. Cooley holds Bachelor of the Arts and Master of the Arts degrees from Illinois State University, a Master of the Arts degree from the University of Chicago, and a Doctor of Philosophy in Political Science from the University of Chicago. He was also awarded the Certificate in Cybersecurity Oversight from the Software Engineering Institute in association with Carnegie Mellon University in 2023.
Mr. Cooley’s qualifications to serve on the Board include his substantial experience in accounting and financial matters due to serving as CFO of a global, publicly-traded financial services firm, his experience as CEO of a division of a large financial services firm, as well as his experience serving as a board member for numerous for-profit companies.
James F. Laird, age 67, has been a director of the Company since 2011, was Board Chair from 2019 to February 29, 2024, and serves on the Audit Committee, Compensation Committee, and Nominating and Governance Committee. Mr. Laird has been determined by the Board to be an audit committee financial expert, as defined by the SEC and is a non-executive director. Mr. Laird served as CFO and Treasurer of the Company from 2001 until his retirement from the Company on December 31, 2014, and served as Secretary of the Company from 2001 to 2017. He also served as President of Diamond Hill Funds from 2001 to 2014. Mr. Laird has over 30 years of experience in the investment management industry.
Mr. Laird received his Bachelor of Science in Accounting from The Ohio State University, is a Certified Public Accountant (inactive), and previously held the Series 7, 24, 26, 27, and 63 securities licenses with the Financial Industry Regulatory Authority.
Mr. Laird’s qualifications to serve on the Board include his 13 years of experience as CFO of the Company, his in-depth knowledge of, and involvement in, the Company’s operations and his more than 30 years of experience in the financial, operational, administrative, and distribution aspects of the investment management industry.
Paula R. Meyer, age 70, has been a director of the Company since 2019, is the Chair of the Nominating and Governance Committee, serves on the Audit Committee and the Compensation Committee, and is a non-executive director. Since 2007, Ms. Meyer has served as a professional, non-executive director. Prior to 2007, she worked in variety of roles within the investment management industry, most recently serving as President of RiverSource Funds, the proprietary fund complex of Ameriprise Financial, Inc. (a financial services company) from 1998 to 2006. She currently serves as a director for Mutual of Omaha (an insurance company) and First Command Financial Services, Inc. (a financial services company). She also served as a director of the Federal Home Loan Bank of Des Moines (a regional bank) from 2007 to 2016 and on the Investment Company Institute’s (a trade association) Board of Governors from 2000 to 2006.
Ms. Meyer received her Bachelor of Arts from Luther College, an MBA from the University of Pennsylvania, Wharton School of Business, and is a National Association of Corporate Directors (“NACD”) Board Leadership Fellow. She was also
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awarded the Certificate in Cybersecurity Oversight from the Software Engineering Institute in association with Carnegie Mellon University in 2020.
Ms. Meyer’s qualifications to serve on the Board include her more than 40 years of experience consisting of 25 years of executive experience in the financial services and mutual fund industries as well as 15 years of service as a corporate board member on numerous for-profit and non-profit companies.
Nicole R. St. Pierre, age 51, has been a director of the Company since 2019, is the Chair of the Compensation Committee, serves on the Audit Committee and Nominating and Governance Committee, and is a non-executive director. Prior to her retirement, Ms. St. Pierre served in a variety of roles within the Asset Management group at J.P. Morgan (a multinational finance corporation) from 1994 to 2018, including as Managing Director; Head of Client Services and Business Platform & Americas Regional Lead. Ms. St. Pierre is NACD Directorship Certified®.
Ms. St. Pierre received her Bachelor of Science in Marketing from Rutgers University and an MBA from Fordham University. She was also awarded the Certificate in Cybersecurity Oversight from the Software Engineering Institute in association with Carnegie Mellon University in 2020.
Ms. St. Pierre’s qualifications to serve on the Board include her more than 20 years of experience in the investment management industry.
L'Quentus Thomas, age 49, has been a director of the Company since 2021 and Chair of the Audit Committee since February 29, 2024. He also serves on the Compensation Committee and the Nominating and Governance Committee. Mr. Thomas has been determined by the Board to be an audit committee financial expert as defined by the SEC and is a non-executive director. Since 2021, Mr. Thomas has served as a Senior Managing Director at Stonehenge Capital (a private equity and venture capital investment firm), and currently manages the operations of Stonehenge Community Development, the firm’s community banking subsidiary. Prior to his cu rrent role, from 2005 to 2009, Mr. Thomas worked in the firm’s principal investing division, Stonehenge Growth Capital, where he focused on providing debt and equity capital solutions to privately held firms.
Mr. Thomas has served on numerous boards of non-profit organizations, including as a Trustee of Kenyon College (a liberal arts college). Mr. Thomas earned a Bachelor of Arts degree from Amherst College and an MBA from the Stern School of Business at New York University.
Mr. Thomas’s qualifications to serve on the Board include his experience in accounting and financial matters, his more than 20 years of experience in the financial services industry, and his experience serving as a board member for numerous non-profit companies.
THE BOARD UNANIMOUSLY R ECOMMENDS THAT YOU VOTE “FOR” EACH NOMINEE LISTED ABOVE TO BE A DIRECTOR OF THE COMPANY.
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THE BOARD OF DIRECTORS AND COMMITTEES
The Board held a total of four meetings during 2023, and each director attended at least 75% of all applicable Board and committee meetings. Consistent with the Guidelines and Nasdaq listing rules, the directors met in executive session at each regularly scheduled Board meeting in 2023. Although the Company does not have a formal policy requiring directors’ attendance at the Annual Meeting, the Guidelines provide that all directors are expected to attend each annual meeting of shareholders. All individuals serving as directors at the time of the 2023 Annual Meeting of Shareholders attended such meeting.
Corporate Governance
The Board has three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee. The Board has adopted a written charter for each Committee. Current copies of each committee charter, the Guidelines, and the Code of Ethics are available on the Company’s website, ir.diamond-hill.com, under “Corporate Information - Corporate Governance”.
The Board has adopted a Code of Ethics (“Code”) for principal executive and senior financial officers of the Company. The Code is intended to deter wrongdoing and promote honest and ethical conduct, full, timely, and accurate reporting, compliance with laws, and accountability for adherence to the Code, including internal reporting of Code violations. The Company intends to post amendments to, or waivers from, any applicable provision (related to elements listed under Item 406(b) of Regulation S-K) of the Code, if any, in the Corporate Governance section of its website, ir.diamond-hill.com.
The Company also has a Code of Business Conduct and Ethics that is applicable to all of its employees and directors. It is the Company’s policy to require all employees to participate annually in continuing education and training related to the Code of Business Conduct and Ethics.
Information and documents contained on, or accessible through, the Company’s website are not part of this Proxy Statement or any other document or report that the Company files with, or furnishes to, the SEC or its shareholders.
Personal Trading and Hedging Policy
The Company has established a policy prohibiting its employees and directors from purchasing or selling shares of the Company while in possession of material nonpublic information, or otherwise using such information for their personal benefit or in any manner that would violate applicable laws and regulations. The policy also prohibits all employees and directors from purchasing or selling any derivative arrangement related to securities of the Company or engaging in any speculative, short selling, or hedging activities related to securities of the Company that may have a similar economic effect.
Audit Committee
All independent directors serve on the Audit Committee. The Audit Committee met four times during 2023. The Board has determined that each of the Audit Committee members meets the independence and financial literacy rules and standards of the SEC and Nasdaq. The Board also has concluded that each of Mr. Cooley, Mr. Laird, and Mr. Thomas meet the criteria to be an “audit committee financial expert” as defined by the SEC.
The primary purpose of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities with respect to: (i) the retention of the Company’s independent registered public accounting firm, including appointing and overseeing the terms of the accounting firm’s engagement and its performance, qualifications, and independence; (ii) the quality and integrity of the Company’s financial statements; (iii) the Company’s accounting and financial reporting process; (iv) adherence to the Company’s ethics policies; and (v) the Company’s systems for internal accounting and financial controls. The Audit Committee also reviews all related person transactions for potential conflicts of interest on an ongoing basis, and the Audit Committee must approve all such transactions. Additional information on the approval of related person transactions is available under the heading “Certain Relationships and Related Person Transactions” below. The report of the Audit Committee appears under the heading “Audit Committee Report” below.
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Compensation Committee
All independent directors serve on the Compensation Committee. The Compensation Committee met two times during 2023. The Board has determined that each of the Compensation Committee members meets the independence criteria of the SEC and Nasdaq.
The primary purpose of the Compensation Committee is to assist the Board in the discharge of its responsibilities to: (i) review and approve the compensation and benefits programs of the Company’s NEOs and directors; (ii) evaluate the performance of the Company’s executive officers in light of corporate goals and objectives approved by the Compensation Committee; (iii) approve the annual salaries, bonuses, stock grants, and other benefits, direct and indirect, of the Company’s executive officers; (iv) make recommendations to the full Board with respect to incentive compensation plans and equity-based plans; (v) appoint and oversee the work of compensation consultants and other advisors; (vi) determine director, committee member, and committee chair compensation for non-employee directors; and (vii) oversee succession planning for the Company’s executive officers. The Compensation Committee also administers, maintains, or delegates the administration and maintenance of the Company’s equity compensation plans. The Compensation Committee has delegated to management the ability to make stock grants to non-executive employees within specific parameters to align the interests of the Company’s shareholders and its employees and to promote employee retention and long-term employee ownership. A description of the Company’s processes and procedures for the consideration and determination of executive officer compensation are discussed under the heading “Compensation Discussion and Analysis” below.
Nominating and Governance Committee
All independent directors serve on the Nominating and Governance Committee. The Nominating and Governance Committee met four times during 2023. The Board has determined that each of the Nominating and Governance Committee members meets the independence criteria of the SEC and Nasdaq.
The primary purpose of the Nominating and Governance Committee is to maintain and cultivate the effectiveness of the Board and oversee the Company’s governance policies. Among the Nominating and Governance Committee’s responsibilities are Board and committee composition, director qualifications, director orientation and education, and Board, committee, and director evaluations. The Nominating and Governance Committee: (i) identifies, evaluates, and nominates Board candidates; (ii) develops and oversees Board leadership succession planning, (iii) reviews compliance with stock ownership guidelines for directors and NEOs; and (iv) oversees procedures regarding shareholder nominations and other shareholder communications to the Board. The Nominating and Governance Committee is also responsible for monitoring compliance with, and recommending any changes to, the Guidelines. Additional information regarding the committee’s activities can be found under the heading “Corporate Governance” below.
Board Committee Membership
The following table summarizes the membership of the Board and each of its committees as of March 11, 2024, and the number of times each body met during 2023.

Director | Audit |  | Compensation |  | Nominating and Governance
Heather E. Brilliant | — |  | — |  | —
Richard S. Cooley | Member |  | Member |  | Member
James F. Laird | Member |  | Member |  | Member
Paula R. Meyer | Member |  | Member |  | Chair
Nicole R. St. Pierre | Member |  | Chair |  | Member
L’Quentus Thomas(1) | Chair |  | Member |  | Member
Number of Meetings in 2023 | 4 |  | 2 |  | 4

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(1) Concurrent with the election of Mr. Cooley as Board Chair, on February 29, 2024, the Board appointed Mr. Thomas as chair of the Audit Committee.
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Compensation of Directors
The Compensation Committee is responsible for periodically reviewing and recommending to the Board the compensation of the Company’s non-employee directors. Since 2021, the compensation structure for non-employee directors has included an annual cash award, an annual restricted stock award with a one-year vesting period, and annual chair fees, where applicable.
The Company’s non-employee, annual, target director compensation is $155,000, plus applicable fees as provided under the following structure:
•An annual cash payment of $40,000 paid quarterly in arrears in conjunction with quarterly Board meetings;
•An annual restricted stock award with a grant date value of $115,000 to align the interests of the directors with the long-term interests of the Company’s shareholders. Grants typically occur concurrent with each annual shareholder meeting and vest on the first anniversary of the grant date;
•An annual cash payment of $30,000 to the Board Chair;
•An annual cash payment of $15,000 to the chair of the Audit Committee; and
•An annual cash payment of $10,000 to the chair of each of the Compensation Committee and the Nominating and Governance Committee.
Mr. Laird will reach his 10-year term limit as a director at the Company’s 2025 Annual Meeting of Shareholders. Under the director compensation structure in place at the time, upon Mr. Laird’s appointment as a director, he received a one-time, long-term cliff vest award of restricted stock that was intended to compensate him for the entirety of his service as a director. As such, the Board previously concluded that Mr. Laird would be an exception to the current compensation structure discussed above. Instead, Mr. Laird receives a $40,000 annual cash payment for his service as a director, but he does not receive an annual restricted stock award, given the earlier long-term, cliff-vest award he was previously granted for his service.
The following table sets forth information regarding the compensation earned by, or paid to, non-employee directors who served on the Board during the fiscal year ended December 31, 2023.
2023 Director Compensation

Name | Fees Earned or Paid in Cash |  | Stock Awards |  | Total
Heather E. Brilliant | $ | — |  |  | $ | — |  |  | $ | — |
Richard S. Cooley | $ | 55,000 |  |  | $ | 115,000 |  |  | $ | 170,000 |
Randolph J. Fortener(1) | $ | 5,000 |  |  | $ | — |  |  | $ | 5,000 |
James F. Laird | $ | 40,000 |  |  | $ | — |  |  | $ | 40,000 |
Paula R. Meyer | $ | 50,000 |  |  | $ | 115,000 |  |  | $ | 165,000 |
Nicole St. Pierre | $ | 50,000 |  |  | $ | 115,000 |  |  | $ | 165,000 |
L’Quentus Thomas | $ | 40,000 |  |  | $ | 115,000 |  |  | $ | 155,000 |
Mark J. Zinkula(2) | $ | 58,750 |  |  | $ | — |  |  | $ | 58,750 |

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(1) Mr. Fortener reached his 10-year term limit as a director and his service concluded at the Company’s 2023 Annual Meeting of Shareholders. The amount reported reflects compensation for Mr. Fortener’s service as a director from January 1, 2023 until May 11, 2023, the date of the Company’s 2023 Annual Meeting of Shareholders.
(2) The amount reported reflects compensation for Mr. Zinkula’s service as a director from his appointment on February 23, 2023 until his resignation effective September 26, 2023.
Outstanding Stock Grants to Directors
The below table shows the amount of unvested restricted stock awards outstanding to directors as of December 31, 2023 and the service period covered by the grant. All of these awards vest in full at the conclusion of the applicable service period.
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Name | Shares Granted | Approximate Service Period Covered by Grant | Grant-Date Fair Value | Grant Date | Vesting Date
Richard S. Cooley(1) | 727 | One Year | $115,000 | 5/11/23 | 5/11/24
James F. Laird | 8,000 | Ten Years | $1,125,760 | 2/27/15 | 4/30/25
Paula R. Meyer(1) | 727 | One Year | $115,000 | 5/11/23 | 5/11/24
Nicole R. St. Pierre(1) | 727 | One Year | $115,000 | 5/11/23 | 5/11/24
L’Quentus Thomas(1) | 727 | One Year | $115,000 | 5/11/23 | 5/11/24

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(1) C oncurrent with the Annual Meeting, Mr. Cooley, Ms. Meyer, Ms. St. Pierre, and Mr. Thomas will each receive an annual grant of restricted stock with an approximate fair value of $115,000 that will vest on the first anniversary of the grant date.
Non-Employee Director Stock Ownership and Retention Guidelines
The Guidelines prohibit shares granted to the non-employee directors as compensation from being sold while the director remains on the Board, except for sales of shares in an amount necessary to pay taxes due upon vesting. Therefore, aside from this exception, the Company expects each non-employee director to hold all of the shares granted to them as compensation for their service for their entire term of service on the Board. Additionally, the Guidelines require that, within three years of being appointed to the Board, each non-employee director must hold Company shares having a value of at least $200,000 at cost as of the date of acquisition, grant, or receipt, as applicable. Vested and unvested restricted stock is included when determining each non-employee director’s compliance with the Guidelines.
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CORPORATE GOVERNANCE
The Nominating and Governance Committee has general responsibility for the assessment and recruitment of new director candidates, evaluation of director and Board performance, and oversight of the Company’s governance matters. The Nominating and Governance Committee has adopted the Guidelines and reviews them annually. The most current version of the Guidelines is available on the Company’s website, ir.diamond-hill.com, under “Corporate Information - Corporate Governance”.
Board Leadership and Composition
As part of ensuring a strong governance and oversight structure, the Guidelines provide that the Board Chair and CEO roles must be separate and occupied by different people. The Board Chair calls Board meetings, approves Board meeting agendas and schedules, chairs all executive sessions of the Board, acts as the liaison between the directors and management, and is available to the Secretary to discuss and, as necessary, respond to shareholder communications to the Board.
Currently, five of the Company’s six director nominees qualify as independent under Nasdaq listing rules, with Ms. Brilliant, the CEO, being the only non-independent director. The membership of the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee are all comprised entirely of independent directors.
In 2021, Nasdaq amended its listing rules to encourage diverse board composition and require disclosure of specified diversity metrics, subject to certain exceptions and transition periods (the “Diversity Rule”). In accordance with the Diversity Rule, the diversity statistics of the six current members of the Board are below, which are also the six director nominees. Each of the categories listed in the below table has the meaning as it is used in the Nasdaq listing rules and related guidance and instructions. To see the Company’s Board Diversity Matrix as of March 13, 2023, please see the Company’s proxy statement filed with the SEC on March 23, 2023.

Board Diversity Matrix (As of March 11, 2024)
Board Size:
Total Number of Directors | 6
| Female | Male | Did Not Disclose Gender
Part I: Gender Identity
Directors | 3 | 3 | 0
Part II: Demographic Background
African American or Black | 0 | 1 | 0
Alaskan Native or Native American | 0 | 0 | 0
Asian | 0 | 0 | 0
Hispanic or Latinx | 0 | 0 | 0
Native Hawaiian or Pacific Islander | 0 | 0 | 0
White | 3 | 2 | 0
Two or More Races or Ethnicities | 0 | 0 | 0
LGBTQ+ | 0
Did Not Disclose Demographic Background | 0

Overall, the Board believes that the current Board structure is designed to foster critical oversight, good governance practices, and the interests of the Company and its shareholders.
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Among other things, the Guidelines set a 10-year term limit for each non-employee director, provided that, notwithstanding that limitation, a director may be re-elected if: (1) such person is currently the Board Chair, and has not served as Board Chair for five consecutive years, or (2) the Board in its discretion agrees to allow such person to be eligible for re-election for an additional year. The Board has not made any exceptions to the term limit for non-employee directors during the last five years.
Board Role in Risk Oversight
The Board’s role in the Company’s risk oversight process includes receiving regular reports from management on areas of material risk to the Company, including client investment results, and operational, financial, legal, regulatory information security, and strategic risks. The Audit Committee is responsible for overseeing risks relating to the Company’s accounting matters, financial reporting, and related legal and regulatory compliance matters. To satisfy these oversight responsibilities, the Audit Committee meets regularly with management and the Company’s independent registered public accounting firm. The Compensation Committee is responsible for overseeing risks related to employment policies and the Company’s compensation and benefits programs. To satisfy these oversight responsibilities, the Compensation Committee meets regularly with management to understand the implications of compensation decisions, particularly the risks that the Company’s compensation policies pose to its finances and its relationship with employees. The Nominating and Governance Committee is responsible for overseeing risks relating to corporate governance and director succession planning. To satisfy these oversight responsibilities, the Nominating and Governance Committee meets regularly with management and, when necessary, consults outside legal counsel.
The Board believes that its current leadership structure supports the risk oversight function of the Board. In addition to providing a strong governance structure, having the roles of Board Chair and CEO filled by separate individuals allows the CEO to lead senior management in its supervision of the Company’s day-to-day business operations, including the identification, assessment, and mitigation of material risks, and allows the Board Chair to lead the Board in its oversight of the Company’s risk assessment and risk management activities.
Director Orientation and Continuing Education and Development
When a new non-employee director joins the Board, the Company provides a formal orientation program to provide the new director with an understanding of the Company’s operations and financial condition. In addition, each director is expected to maintain the necessary level of expertise to perform their responsibilities as a director. To assist the directors in maintaining such level of expertise, the Company may, from time to time, offer continuing education programs in addition to briefings during Board meetings relating to the competitive and industry environment in which the Company operates and the Company’s goals and strategies. Additionally, each director is expected to participate, at the Company’s cost, in at least one continuing education program annually.
Director Qualifications and the Nominations Process
The Nominating and Governance Committee believes that the nominees presented in this Proxy Statement currently, and will continue to, constitute a Board with an appropriate level and diversity of experience, education, skills, and independence. The Nominating and Governance Committee routinely considers the composition of the Board and whether changes should be made or additional directors should be added.
The Nominating and Governance Committee supervises the nomination process for directors. In selecting nominees, the Nominating and Governance Committee considers, as applicable, independence, judgment, skills, diversity, character, community involvement, financial expertise, business experience, experience with similarly-sized companies and with publicly-traded companies, experience and skills relative to other Board members, ability to meet long-term interests of the Company and its shareholders, and any additional criteria deemed appropriate by the Nominating and Governance Committee. In the event of a vacancy, including upon an increase in the number of directors, the Nominating and Governance Committee will identify, interview, examine, and make recommendations to the Board regarding appropriate candidates to fill such vacancy. When identifying potential director nominees, the Nominating and Governance Committee considers diversity among the various factors relevant to any particular nominee and the overall needs of the Board.
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The Nominating and Governance Committee identifies potential candidates for the Board principally through suggestions from directors and senior management and will also consider recommendations from shareholders. The Nominating and Governance Committee may also seek candidates through informal discussions with other third parties.
Pursuant to its charter, the Nominating and Governance Committee has the authority to retain consultants and search firms to assist in the process of identifying and evaluating director candidates and to approve the fees and other retention terms for any such consultant or search firm. In 2022, the Nominating and Governance Committee engaged a search firm to assist with its director search.
Generally, the Nominating and Governance Committee will identify potential candidates who at a minimum:
•Demonstrate strong character and integrity;
•Have sufficient time to carry out their duties;
•Have relevant experience in areas of expertise helpful to the Company; and
•Have the ability to meet the expectations of a director of the Company as set forth in the Guidelines.
In addition, candidates expected to serve on the various Board committees must meet applicable independence and financial literacy qualifications required by Nasdaq, the SEC, and other applicable laws and regulations. The evaluation process of potential candidates also includes personal interviews and discussions with appropriate references along with input from management. Once the Nominating and Governance Committee has selected a candidate, it recommends the candidate to the full Board for appointment if a vacancy occurs or is created by an increase in the size of the Board during the course of the year, or for nomination if the director is to be first elected by the Company’s shareholders. All of the Company’s directors serve for one-year terms and must stand for re-election annually.
All director candidates recommended by shareholders are evaluated using the same criteria as individuals nominated by the Board, the Nominating and Governance Committee, management, and other sources. Shareholder recommendations for Board candidates should be directed in writing to the Company at 325 John H. McConnell Boulevard, Suite 200, Columbus, Ohio 43215, Attention: Secretary, and include the candidate’s name, home and business contact information, detailed biographical data and qualifications, information regarding any relationships between the candidate and the Company within the last three years, evidence of the recommending person’s ownership of the Company’s common stock, and any other information that would be required under the rules of the SEC in a proxy statement soliciting proxies for the election of such prospective nominee as a director.
Certain Relationships and Related Person Transactions
The Board recognizes that related person transactions present a heightened risk of conflicts of interest. There has been no such transaction since the beginning of fiscal 2023, and there is no currently proposed transaction, in which the Company was or is to be a participant that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K. The Company has no formal, written policies or procedures for the review, approval, or ratification of any transaction required to be reported under Item 404(a) of Regulation S-K, because, in the last 10 years, the Company has only been a party to one transaction that was required to be considered under Item 404(a). The Audit Committee will review any potential related person transactions as they arise and are reported to the Board or the Audit Committee, regardless of whether the transactions are reportable pursuant to Item 404(a) of Regulation S-K. For any related person transaction to be consummated or to continue, the Audit Committee must approve or ratify the transaction.
Compensation Committee Interlocks and Insider Participation
The members of the Compensation Committee during 2023 were Mr. Cooley, Mr. Laird, Ms. Meyer, Ms. St. Pierre, Mr. Thomas, Mr. Fortener (until his retirement on May 11, 2023), and Mr. Zinkula (from his appointment on February 23, 2023 through his resignation on September 26, 2023). No director who served on the Compensation Committee during 2023 currently is, or during 2023 was, an officer or employee of the Company. Mr. Laird served as the Company’s CFO until his retirement in 2014. No member of the Compensation Committee has, or during 2023 had, any relationship requiring disclosure by the Company under Item 404(a) of Regulation S-K. During 2023, none of the Company’s executive officers served as a member of the board of directors or compensation committee of any other company that has an executive officer serving as a member of the Company’s Board or Compensation Committee.
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Executive Officers
During 2023, Ms. Brilliant, Mr. Line, and Ms. Quinif (effective March 31, 2023) were the Company’s executive officers. Ms. Brilliant’s business experience and qualifications are described above under the heading “Proposal 1 - Election of Directors, The Nominees”, and Mr. Line’s and Ms. Quinif’s business experience and qualifications are described below. Each executive officer devotes their full time and effort to the affairs of the Company.
Thomas E. Line, age 56, has served as the CFO and Treasurer of the Company since 2015 and is currently the President of the Diamond Hill Funds. Previously, Mr. Line served as an Independent Trustee and Chair for Diamond Hill Funds from 2005 to 2014. From 2012 to 2014, Mr. Line was Chief Operating Officer for Lancaster Pollard & Company (a commercial real estate mortgage and investment banking firm). Mr. Line was Managing Director and Chief Financial Officer for Red Capital Group (a financial services company from 2005 to 2012 and was Vice President and Treasurer from 2004 to 2005. From 1989 to 2004, Mr. Line held various positions in the financial services industry, including seven years in various roles at KPMG (an audit, tax, and advisory services provider). Mr. Line has over 30 years of experience in the investment management industry.
Mr. Line has a Bachelor of Science in Accounting from Wake Forest University and is a Certified Public Accountant (inactive).
Jo Ann Quinif, age 48, has served as President of DHCM since March 31, 2023 and as Chief Client Officer since 2020. Previously, Ms. Quinif served as a Managing Director at DHCM from 2017 to 2020. From 2008 to 2017, she was Vice President, Director of Sales and Marketing with Weitz Investment Management, Inc. (an asset manager). Prior to that role, Ms. Quinif was with Ariel Capital Management (an asset manager), where she served as Vice President – Strategic Account Management from 2005 to 2008, and as Director of Advisory Services from 2003 to 2005. Earlier in her career, she served as Director of Marketing at CinFin Capital Management, an asset management subsidiary of Cincinnati Financial Corporation (an insurance company), from 2002 to 2003, as a financial analyst at Kendle International (a global clinical research organization) from 2001 to 2002, and as a commercial insurance underwriter at Cincinnati Financial Corporation.
Ms. Quinif has a Bachelor of Science in Business Administration degree from The Ohio State University and an MBA from Xavier University. She also holds the Series 6, 26, 63 and 65 FINRA securities licenses.
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EXECUTIVE COMPENSATION
Compensation Committee Report
The Compensation Committee has reviewed and discussed the following “Compensation Discussion and Analysis” required by Item 402(b) of Regulation S-K with management. Based on that review and discussion, the Compensation Committee recommended to the Board that the “Compensation Discussion and Analysis” be included in this Proxy Statement and the Company’s Annual Report on Form 10-K.
Submitted by the Compensation Committee of the Board of Directors:
Richard S. Cooley
James F. Laird
Paula R. Meyer
Nicole R. St. Pierre, Chair
L’Quentus Thomas
Compensation Discussion and Analysis
In this Compensation Discussion and Analysis, the Company:
•Describes its compensation program objectives and how compensation for its NEOs is determined; and
•Explains the tables and disclosures that follow.
This Compensation Discussion and Analysis presents compensation information for the following individuals, each of whom is an NEO:
•Ms. Brilliant, the CEO and President of the Company and the CEO of DHCM;
•Mr. Line, the CFO and Treasurer of the Company; and
•Ms. Quinif, the President (“DHCM President”) and Chief Client Officer of DHCM.
Background
In the investment management industry, human capital is the most important resource. Attracting and retaining talent is a sustainable competitive advantage that allows the Company to deliver on its purpose and vision. The Company has been able to attract and retain high-quality employees due to:
•Its client-centric culture, which is emphasized through its alignment of interests. This alignment ensures that the Company only succeeds when its clients succeed, and is achieved through:
◦Significant employee ownership in all of the Company’s investment strategies;
◦Incentives that align with long-term investment results; and
◦Capacity discipline that protects the Company’s ability to add value;
•Its shared investment principles focused on long-term, fundamental investing;
•Its shared values of curiosity, ownership, trust, and respect which guide employees’ behaviors and support an inclusive workplace culture; and
•The nationally competitive compensation and benefits that the Company offers to its employees.
Competitive compensation and benefits are fundamental to sustain a business dependent on talented employees. Achieving profitability while retaining high-quality talent requires balancing the economics between the Company’s operating profit margin and compensating employees for their contributions.
At the 2023 Annual Meeting of Shareholders, the Company’s shareholders voted upon, and by 95% of the votes cast on the matter approved, an advisory resolution to approve the 2022 compensation of the NEOs. The Compensation Committee believes that the results of the advisory vote on executive compensation support the Company’s compensation practices and the Compensation Committee’s overall judgment related to those executive compensation practices.
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Compensation Program Objectives
Since the Company’s founding, aligning its interests directly with the clients it serves has been imperative. Inherent in this alignment is a passion for excellence, and the Company is focused on exceeding client expectations. To achieve this vision, it is important that the Company’s compensation philosophy attracts, retains, and motivates employees who embody its values, act like owners, and advocate for client outcomes.
The Company maintains a long-term approach to managing its business and aims to invest in its employees throughout their careers. It believes employees should be paid competitively and fairly for their contributions and have confidence that the Company is investing in them for the long term.
The Company’s employees receive a base salary and benefits and participate in an annual performance incentive program. The Company is committed to ensuring that its shareholders’ and employees’ interests align by giving each employee a new hire, cliff vest equity grant to inspire an ownership mentality from their first day of employment. These new hire grants cliff vest after five years to promote long-term employee ownership and employee retention. Employees have further opportunities to grow their ownership stake through the Company’s Employee Stock Purchase Plan and, for certain roles, they are eligible to receive additional shares of restricted stock through the Company’s long-term equity incentive (“LTI”) program.
Performance-Focused Incentives
The Company’s primary business objective is to meet its fiduciary duty to clients. Specifically, its focus is on long-term, five-year investment returns, with goals defined as rolling five-year periods in which client returns are sufficiently above relevant passive benchmarks, rank above the peer group median for similar investment strategies, and exceed a sufficient absolute return for the risk associated with the asset class. The Board believes that if the Company meets its primary business objective, it will ultimately drive long-term value for the Company’s shareholders.
To align NEO incentives with Company performance, the Board desires to have the majority of total compensation paid to the NEOs at risk and in the form of incentive compensation of cash bonuses and/or equity grants. Incentive compensation awarded to the NEOs is generally provided in the form of annual incentive awards (“Incentive Awards”) and restricted stock award grants under its LTI program (“LTI Awards”), each of which is described in the “Elements of Compensation” section below.
Long-Term Incentives – Restricted Stock Grants with Three-Year Graded Vesting
In 2021, the Company began making LTI Awards. Under the LTI program, each LTI Award is made in the calendar year following the calendar year to which it relates and is subject to a three-year vesting schedule with one-third of the award vesting each year. This program makes up part of the total compensation for certain roles, including the NEOs. This program is designed to encourage long-term thinking for the NEOs and other employees who have a significant impact on client outcomes and future business results.
Compensation Setting Process
Rol e of the Compensation Committee. Pursuant to its charter, the Compensation Committee is required to fulfill certain duties and responsibilities including, but not limited to:
•Conducting an annual performance review of the CEO, reviewing and approving corporate goals and objectives relevant to the compensation of the CEO, evaluating their performance in light thereof, and considering other factors related to the performance of the Company in determining the CEO’s compensation;
•Reviewing the CEO’s recommendations and approving the salary, bonus, ownership incentives, and other significant benefits and arrangements provided for other NEOs;
•Reviewing and recommending to the Board the compensation for directors, including committee and committee chair fees and other compensation as appropriate;
•Reviewing management’s recommendations and making recommendations to the Board with respect to the competitiveness of incentive-based compensation and equity-based compensation plans and programs that are subject to Board approval, and that may be applicable to all or any portion of the employees of the Company and/or its subsidiaries;
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•Evaluating whether the Company’s compensation and benefits policies, plans, and practices are reasonably designed in coordination with the Company’s risk oversight policies so as not to create incentives for unnecessary or excessive risk taking; and
•Overseeing management’s engagement and communications with shareholders and proxy advisory firms on executive compensation matters, including with respect to shareholder votes on executive compensation.
Role of Management. The CEO evaluates the other NEOs as part of the annual review process and makes recommendations to the Compensation Committee regarding all elements of their respective compensation. The CEO may propose changes to the other NEOs’ compensation based on their respective performance, the compensation of individuals with comparable responsibilities in competing or similar organizations, and the business results of the Company. At the Compensation Committee’s request, management attends Compensation Committee meetings to provide general employee compensation and other information to the Compensation Committee, including information regarding the design, implementation, and administration of the Company’s compensation plans. The Compensation Committee also meets in executive sessions without the presence of any executive officer whose compensation the Compensation Committee is scheduled to discuss.
Use of Compensation Consultants and Surveys in Determining Executive Compensation. The Compensation Committee’s charter gives it the authority to retain an independent, outside, compensation consulting firm to assist in evaluating policies and practices regarding executive compensation and provide objective advice regarding the competitive landscape. The Compensation Committee periodically obtains asset management industry pay analysis prepared by McLagan Data & Analytics (an Aon plc solution) or another compensation specialist focusing on the asset management industry. This analysis provides the Compensation Committee with a general overview of compensation trends in the asset management industry. The Compensation Committee does not define a specific peer group, but instead takes a broad view of the analysis across the industry, including the types and amounts of compensation paid generally by the companies surveyed. The Compensation Committee does not set any compensation elements or levels based on targeting a certain percentile from the survey. The Compensation Committee sets compensation that it believes to be both competitive and based on the executive’s value to the Company. This analysis is just one of many factors that the Compensation Committee considers when determining executive compensation. Management and the Compensation Committee believe this broad view of the analysis is appropriate because the Company competes with both public and private asset management firms, regardless of their size, location, or scope of operations.
Elements of Compensation
The following table sets forth the total compensation for the NEOs for each of the past three years (except that Ms. Quinif served as an NEO only during 2023), as determined by the Compensation Committee. The Compensation Committee believes it is important to align the interests of the NEOs with those of shareholders, appropriately balance short and long-term incentives, and appropriately balance the mix of cash and equity-based compensation.

|  |  |  |  |  | Incentive Paid or Granted in the First Quarter Following Each Calendar Year |  |  |  |
Name and Principal Position | Year | Compensation Committee Action Date (1) |  | Salary |  | Cash Bonus |  | Fully Vested Stock Award |  | LTI Stock Award (graded vesting) |  | Total Incentive |  | Total Salary & Incentive
Heather E. Brilliant | 2023 | January 2024 |  | $ | 400,000 |  |  | $ | 1,500,000 |  |  | — |  |  | $ | 1,000,000 |  |  | $ | 2,500,000 |  |  | $ | 2,900,000 |
Chief Executive Officer | 2022 | January 2023 |  | $ | 400,000 |  |  | $ | 1,900,000 |  |  | — |  |  | $ | 750,000 |  |  | $ | 2,650,000 |  |  | $ | 3,050,000 |
and President | 2021 | January 2022 |  | $ | 400,000 |  |  | $ | 1,400,000 |  |  | $ | 900,000 |  |  | $ | 750,000 |  |  | $ | 3,050,000 |  |  | $ | 3,450,000 |
Thomas E. Line | 2023 | January 2024 |  | $ | 250,000 |  |  | $ | 495,000 |  |  | — |  |  | $ | 300,000 |  |  | $ | 795,000 |  |  | $ | 1,045,000 |
Chief Financial Officer | 2022 | January 2023 |  | $ | 250,000 |  |  | $ | 625,000 |  |  | — |  |  | $ | 250,000 |  |  | $ | 875,000 |  |  | $ | 1,125,000 |
and Treasurer | 2021 | January 2022 |  | $ | 250,000 |  |  | $ | 750,000 |  |  | — |  |  | $ | 350,000 |  |  | $ | 1,100,000 |  |  | $ | 1,350,000 |
Jo Ann Quinif(12) | 2023 | January 2024 |  | $ | 300,000 |  |  | $ | 1,000,000 |  |  | — |  |  | $ | 900,000 |  |  | $ | 1,900,000 |  |  | $ | 2,200,000 |
DHCM President and |  |  |  |  |  |  |  |  |  |  |  |  |  |
Chief Client Officer |  |  |  |  |  |  |  |  |  |  |  |  |  |

_______________
(1) The Compensation Committee Action Date references the date on which the Compensation Committee approved the relevant cash bonus and stock award grants for each NEO. With respect to each NEO’s salary, the Compensation Committee approves such salary amount in, and the Compensation Committee Action Date would be, January of the year to which the salary relates (e.g., the Compensation Committee approved NEO salaries for 2023 in January 2023).
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Base Salary. Base salaries for the NEOs are designed to compensate knowledge and experience and are intended to provide a fixed level of cash compensation that is appropriate given the executive’s role in the organization. Generally, base salaries are determined by the Compensation Committee based on: (i) the NEO’s scope of responsibility and complexity of position; (ii) the NEO’s performance history; (iii) the NEO’s tenure of service; (iv) internal equity within the Company’s salary structure; and (v) relative salaries of persons holding similar positions at other companies within the investment management industry. Based on these criteria, for 2023, the Compensation Committee set Ms. Brilliant’s base salary at $400,000, Mr. Line’s base salary at $250,000, and Ms. Quinif’s base salary at $300,000.
Incentive Awards. When determining Incentive Awards, the Compensation Committee evaluates NEO and Company performance on many factors, including but not limited to the following:
•Long-term investment performance delivered for the Company’s clients;
•Company financial performance including adjusted net operating income, adjusted operating margin, and adjusted diluted earnings per share; and
•In the case of the CEO, the CEO’s performance including:
◦Achievement of individual goals reviewed with the Compensation Committee at the beginning of each year;
◦Overall leadership and people management;
◦Continued focus on corporate culture; and
◦Progress toward the long-term strategic goals of the Company.
The Compensation Committee believes that it is important to consider progress toward the achievement of long-term goals in addition to short-term financial metrics that are subject to market conditions or other factors outside the Company’s control.
Under her employment agreement, Ms. Brilliant is entitled to receive an annual Incentive Award with a target fair market value equal to $1,750,000, and subject to a minimum Incentive Award of at least $600,000. The Incentive Award may be paid in cash, vested Company stock, or a combination of cash and vested stock as determined at the discretion of the Compensation Committee, with at least 40% of any Incentive Award being paid in cash.
As part of Ms. Brilliant’s 2023 compensation, the Compensation Committee awarded to her a discretionary cash Incentive Award of $1,500,000, to compensate her for her performance and overall contributions to the Company during 2023. In determining the composition of Ms. Brilliant’s 2023 Incentive Award, the Compensation Committee considered the Company’s ownership guidelines for NEOs, Ms. Brilliant’s overall ownership level, the compensation structure for Company employees, and overall Company financial performance. The Compensation Committee believes that having discretion on the amount and composition of the Incentive Award (subject to the minimum) provided the Compensation Committee with the flexibility to consider all aspects of Ms. Brilliant’s performance and her contributions to the Company.
As part of Mr. Line’s 2023 compensation, the Compensation Committee awarded him a discretionary cash Incentive Award of $495,000 to compensate him for his performance and overall contributions to the Company during 2023. In determining the amount of Mr. Line’s 2023 Incentive Award, the Compensation Committee considered the Company’s overall operating results for 2023, contributions by Mr. Line that were not reflected in the Company’s operating results, and the compensation structure for Company employees.
As part of Ms. Quinif’s 2023 compensation, the Compensation Committee awarded her a discretionary cash Incentive Award of $1,000,000 to compensate her for her performance and overall contributions to the Company during 2023. In determining the amount of Ms. Quinif’s 2023 Incentive Award, the Compensation Committee considered her promotion to DHCM President, the Company’s overall operating results for 2023, contributions by Ms. Quinif that were not reflected in the Company’s operating results, and the compensation structure for Company employees.
LTI Awards. The Compensation Committee believes that granting LTI Awards of restricted stock under the Company’s LTI program strongly aligns the NEOs’ long-term interests with the interests of the Company and its shareholders. In determining the amount and composition of each NEO’s LTI Award, the Compensation Committee considers the NEOs’ contributions to and anticipated future impact on the Company, the total compensation of the NEO, industry practices related to the mix of cash and stock compensation, and the compensation structure of the Company’s employees.
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Consistent with the past practice of the Compensation Committee, in February 2024, the Compensation Committee evaluated the 2023 performance of the Company and each NEO and granted LTI Awards to each NEO that vest one-third per year on each April 1 from 2025 through 2027. The grant date fair value of the LTI Awards was $1,000,000 for Ms. Brilliant, $300,000 for Mr. Line, and $900,000 for Ms. Quinif.
In February 2023, the Compensation Committee evaluated the 2022 performance of the Company and each NEO (Ms. Brilliant and Mr. Line) and granted LTI Awards to each of them that vest one-third per year on each April 1 from 2024 through 2026. The grant date fair value of the LTI Awards was $750,000 for Ms. Brilliant and $250,000 for Mr. Line.
In February 2022, the Compensation Committee evaluated the 2021 performance of the Company and each NEO (Ms. Brilliant and Mr. Line) and granted LTI Awards to each of them that vest one-third per year on each April 1 from 2023 through 2025. The grant date fair value of the LTI Awards was $750,000 for Ms. Brilliant and $350,000 for Mr. Line. The LTI Awards granted in 2024, 2023 and 2022 (for performance in 2023, 2022 and 2021, respectively) were not based on any pre-established performance goals.
Pursuant to the SEC’s rules for disclosing the LTI Awards in the Summary Compensation Table (“SCT”) that follows this Compensation Discussion and Analysis, the Company is required to report these LTI Awards in the year in which they are granted. Accordingly, the LTI Awards for 2023 NEO performance (granted in February 2024) are not included in the SCT. In addition, the LTI Awards for 2022 NEO performance (granted in February 2023) and for 2021 NEO performance (granted in February 2022) are included in the SCT in in the “Stock Awards” column with respect to each of Ms. Brilliant’s and Mr. Line’s respective 2023 and 2022 compensation.
Retirement Plan Benefits. The Company provides retirement benefits to its NEOs through the 401(k) Plan. Each NEO is entitled to participate in the 401(k) Plan on the same terms and conditions as all other employees. The 401(k) Plan does not involve any guaranteed minimum or above-market returns, as plan returns depend on actual investment results.
Deferred Compensation Plans. The Company’s Deferred Compensation Plans are the Diamond Hill Fixed Term Deferred Compensation Plan and the Diamond Hill Variable Term Deferred Compensation Plan. Each NEO is eligible to participate in one of the Deferred Compensation Plans, along with other employees of the Company. The terms and conditions of the Deferred Compensation Plans are described in more detail under the heading “Pension Plans and Non-Qualified Deferred Compensation” below.
Other Benefits and Perquisites. The Company does not provide supplemental retirement plan benefits to its NEOs. As a general rule, it does not provide any perquisites or other personal benefits to its NEOs that are not offered on an equal basis to all other employees. The Company’s NEOs are entitled to participate in benefit programs that entitle them to the same medical, dental, and short-term and long-term disability insurance coverage that are available to all employees.
Post-Employment Payments. Ms. Brilliant has an employment agreement, which provides for payments upon termination of employment. More information on Ms. Brilliant’s employment agreement and termination payments thereunder is set forth under the heading “Employment Agreements and Change in Control Benefits”.
Risks Related to Compensation Policies and Practices
As part of its oversight of the Company’s compensation programs, the Compensation Committee considers how the Company’s current compensation programs, including the incentives created by compensation awards, affect the Company’s risk profile. In addition, the Compensation Committee reviews the Company’s compensation policies, and particularly the incentives that they create, to determine whether they encourage an appropriate level of risk-taking and do not present a significant risk to the Company. The Compensation Committee also considers risk mitigating factors, including but not limited to, the following:
•The Company’s current compensation programs consider an appropriate ratio of base compensation (fixed) to incentive compensation (variable);
•The portfolio managers have meaningful ownership in the strategies they manage;
•The Company pays a portion of incentive compensation in the form of long-term equity-based awards;
•The Compensation Committee has discretionary authority to adjust annual incentive awards for NEOs, subject to stated terms and conditions;
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•The Company has internal controls over financial reporting and other financial, operational and compliance policies and practices; and
•The Company ensures that base salaries are consistent with executives’ responsibilities so that they are not motivated to take excessive risks to achieve a reasonable level of financial security.
Based on this review, the Compensation Committee has concluded that the Company’s compensation policies and practices for its employees are reasonably designed to not have a material adverse effect on the Company.
Compensation Recoupment and Restitution Policies
Upon the recommendation of the Compensation Committee, the Board has adopted a Compensation Recoupment and Restitution Policy that applies to all incentive compensation received by all employees, including the NEOs. Under this policy, the Company may recover all or a portion of incentive compensation previously paid or granted (or pay out additional incentive compensation) related to awards made after the adoption of the policy, in three general situations:
•If there was an erroneous miscalculation of the previously determined incentive pool such that one or more employee’s incentive compensation awards is too large (or too small), then any overpayment made (or underpayment resulting, as applicable) to any employee may, in the sole discretion of the Compensation Committee and the Board, be required to be returned to the Company, or, in the case of any underpayment, an additional payment may be made to any affected employee;
•If an employee engages in fraud or misconduct that contributes to the need for a financial restatement, or violates any law or regulation or any policy or procedure of the Company, then in the Board’s sole discretion, the Company may recover, and the employee will forfeit and/or repay, all or a portion of the employee’s incentive compensation awards for the relevant period; and
•If the Company’s previously issued financial statements are restated as a result of error, omission, fraud or non-compliance with financial reporting requirements, then the Compensation Committee and the Board may, in their sole discretion, determine whether to recover all or a portion of an employee’s (or former employee’s) incentive award, or otherwise adjust an incentive award made to, one or more employees (or former employees).
In addition, as required by Nasdaq Listing Rule 5608, the Board has adopted an Executive Officer Compensation Recoupment and Restitution Policy, effective as of October 2, 2023, that applies to all incentive-based compensation granted to or received by the Company’s current and former executive officers, including the NEOs. This policy is administered by the Compensation Committee. Pursuant to this policy, “incentive-based compensation” is any compensation granted, earned, or vested based wholly or in part upon the attainment of any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measure that is derived wholly or in part from such measure. Under this policy, if there is an accounting restatement of the Company’s financial statements due to the material noncompliance of the Company with any financial reporting requirement under the securities laws such that the incentive-based compensation granted to or received by current or former executive officers for the previously completed three fiscal years was too large, then the Compensation Committee will promptly determine the amount of any excess compensation paid and recover such excess amount. Consistent with Nasdaq Listing Rule 5608, this policy provides that this recovery obligation will not apply under certain limited circumstances, including if the direct expense that would be paid to a third party to assist in the recovery would exceed the amount to be recovered.
These two policies are intended to provide enhanced safeguards against certain types of employee misconduct and provide enhanced protection to, and alignment with, shareholders. These policies are in addition to any policies or recovery rights that are provided under applicable laws, including the Sarbanes-Oxley Act of 2002, as amended, and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended (the “Dodd-Frank Act”).
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Executive Officer Stock Ownership and Retention Guidelines
Through the Guidelines, the Board has adopted stock ownership and retention guidelines for the Company’s NEOs to further align their interests with those of shareholders. Under the Guidelines, each NEO is expected to reach a specified target ownership level within three years after assuming their position. For purposes of calculating the value of Company shares held, vested and unvested restricted stock and restricted stock units are counted, but unexercised stock options do not count. Shares held are measured at the greater of cost or market value.
The below table provides the target ownership level reflected in the Guidelines and actual shares owned by each NEO as of December 31, 2023. Each NEO currently holds shares well in excess of the amounts required under the Guidelines.

Name | Title |  | Target Ownership Level |  | Target Number of Shares (1) |  | Number of Shares Owned (2) |  | Ownership Guideline Met
Heather E. Brilliant | CEO and President |  | 5x Salary |  | 12,078 |  |  | 41,668 |  |  | Yes
Thomas E. Line | Chief Financial Officer |  | 3x Salary |  | 4,529 |  |  | 20,210 |  |  | Yes
Jo Ann Quinif | DHCM President and Chief Client Officer |  | 2x Salary |  | 3,623 |  |  | 16,920 |  |  | Yes

_______________
(1) This target is based on a per share price of $165.59, which was the closing price of the Company’s common stock as of December 31, 2023, and the respective base salaries of the NEOs as of that date.
(2) This number includes any unvested restricted stock and any shares held in the 401(k) Plan.
Summary Compensation Table
The following table sets forth the total compensation paid to, or earned by, the Company’s NEOs for services rendered in the years indicated. Additional information on the elements of compensation included in the table below is available under the heading “Compensation Discussion and Analysis” above.

Name and Principal Position | Year |  | Salary |  | Bonus(1) |  | Stock Awards(2) |  |  | All Other Compensation(10) |  | Total(11)
Heather E. Brilliant | 2023 |  | $ | 400,000 |  |  | $ | 1,500,000 |  |  | $ | 750,000 |  | (3) |  | $ | 52,743 |  |  | $ | 2,702,743 |
Chief Executive Officer | 2022 |  | $ | 400,000 |  |  | $ | 1,900,000 |  |  | $ | 1,650,000 |  | (4) |  | $ | 49,171 |  |  | $ | 3,999,171 |
and President | 2021 |  | $ | 400,000 |  |  | $ | 1,400,000 |  |  | $ | 1,300,000 |  | (5) |  | $ | 47,029 |  |  | $ | 3,147,029 |
Thomas E. Line | 2023 |  | $ | 250,000 |  |  | $ | 495,000 |  |  | $ | 250,000 |  | (6) |  | $ | 43,100 |  |  | $ | 1,038,100 |
Chief Financial Officer | 2022 |  | $ | 250,000 |  |  | $ | 625,000 |  |  | $ | 350,000 |  | (7) |  | $ | 43,100 |  |  | $ | 1,268,100 |
and Treasurer | 2021 |  | $ | 250,000 |  |  | $ | 750,000 |  |  | $ | 250,000 |  | (8) |  | $ | 43,100 |  |  | $ | 1,293,100 |
Jo Ann Quinif(12) | 2023 |  | $ | 300,000 |  |  | $ | 1,000,000 |  |  | $ | 600,000 |  | (9) |  | $ | 51,300 |  |  | $ | 1,951,300 |
DHCM President and |  |  |  |  |  |  |  |  |  |  |  |
Chief Client Officer |  |  |  |  |  |  |  |  |  |  |  |

___________________________________
(1) The amounts reported represent discretionary cash bonus Incentive Awards for the year in which each amount is reported. These discretionary cash bonus Incentive Awards were paid in the first quarter of the year following the year for which they were awarded and were not based upon any pre-established performance goals.
(2) The amounts reported represent discretionary stock bonus awards and discretionary restricted stock LTI Awards. The LTI Awards granted to NEOs are not based on any pre-established performance goals. The restricted stock is calculated in accordance with ASC 718. With respect to LTI Awards, these amounts do not represent the actual amounts that will be realized by the NEOs with respect to such awards upon vesting, if at all. The grant date fair value of the restricted stock was determined by multiplying the closing price of the Company’s common stock on Nasdaq on the date of grant by the number of shares granted. Assumptions used in the calculation of these amounts are included in Note 7 to the Company’s audited consolidated financial statements in the Form 10-K.
(3) The amount reported includes an LTI Award granted to Ms. Brilliant in February 2023, as part of her long-term incentive compensation for 2022, with a grant date fair value of $750,000 (3,918 shares). As long as Ms. Brilliant remains employed by the Company, the LTI Award will vest ratably on an annual basis over a three-year period beginning April
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1, 2024. The compensation awarded to Ms. Brilliant for 2023 includes an LTI Award granted in February 2024, with a grant date fair value of $1,000,000, which comprises the entirety of her equity awards for 2023 and, pursuant to SEC disclosure rules, will be reported as a stock award in 2024 in the Company’s next annual proxy statement.
(4) The amount reported includes a discretionary stock bonus award granted to Ms. Brilliant in February 2022, as part of her Incentive Award for 2021, with a grant date fair value of $900,000 (2,743 shares, net of tax withholding), which immediately vested upon grant. This discretionary stock bonus award was previously reported in the Stock Award column for 2021; see footnote 11 below for additional information. The amount reported also includes an LTI Award granted to Ms. Brilliant in February 2022, as part of her long-term incentive compensation for 2021, with a grant date fair value of $750,000 (4,244 shares). As long as Ms. Brilliant remains employed by the Company, the LTI Award will vest ratably on an annual basis over a three-year period beginning April 1, 2023.
(5) The amount reported includes a discretionary stock bonus award granted to Ms. Brilliant in February 2021, as part of her Incentive Award for 2020, with a grant date fair value of $1,000,000 (3,681 shares, net of tax withholding), which immediately vested upon grant. This discretionary stock bonus award was previously reported in the Stock Award column for 2020; see footnote 11 below for additional information. The amount reported also includes an LTI Award granted to Ms. Brilliant in February 2021, as part of her long-term incentive compensation for 2020, with a grant date fair value of $300,000 (1,923 shares). The LTI Award vested ratably on an annual basis over the three-year period beginning April 1, 2021.
(6) The amount reported represents an LTI Award granted to Mr. Line in February 2023 as part of his long-term incentive compensation for 2022, with a grant date fair value of $250,000 (1,306 shares). As long as Mr. Line remains employed by the Company, the LTI Award will vest ratably on an annual basis over a three-year period beginning April 1, 2024. The compensation awarded to Mr. Line for 2023 includes an LTI Award granted in February 2024, with a grant date fair value of $300,000, which comprises the entirety of his equity awards for 2023, and, pursuant to SEC disclosure rules, will be reported as a stock award in 2024 in the Company’s next annual proxy statement.
(7) The amount reported represents an LTI Award granted to Mr. Line in February 2022 as part of his long-term incentive compensation for 2021, with a grant date fair value of $350,000 (1,981 shares). As long as Mr. Line remains employed by the Company, the LTI Award will vest ratably on an annual basis over a three-year period beginning April 1, 2023.
(8) The amount reported represents an LTI Award granted to Mr. Line in February 2021 as part of his long-term incentive compensation for 2020, with a grant date fair value of $250,000 (1,603 shares). The LTI Award vested ratably on an annual basis over the three-year period beginning April 1, 2021.
(9) The amount reported represents an LTI Award granted to Ms. Quinif in February 2023 as part of her long-term incentive compensation for 2022, with a grant date fair value of $600,000 (3,134 shares). As long as Ms. Quinif remains employed by the Company, the LTI Award stock will vest ratably on an annual basis over a three-year period beginning April 1, 2024. The compensation awarded to Ms. Quinif for 2023 includes an LTI Award granted in February 2024, with a grant date fair value of $900,000, which comprises the entirety of her equity awards for 2023 and, pursuant to SEC disclosure rules, will be reported as a stock award in 2024 in the Company’s next annual proxy statement.
(10) The following items are included in the “All Other Compensation” column:

Name | Year |  | Contributions to 401(k) Plan(i) |  | Contributions to Health Savings Account(i) |  |  |  | Total
Heather E. Brilliant | 2023 |  | $ | 47,143 |  |  | $ | 5,600 |  |  |  |  | $ | 52,743 |
| 2022 |  | $ | 43,571 |  |  | $ | 5,600 |  |  |  |  | $ | 49,171 |
| 2021 |  | $ | 41,429 |  |  | $ | 5,600 |  |  |  |  | $ | 47,029 |
Thomas E. Line | 2023 |  | $ | 37,500 |  |  | $ | 5,600 |  |  |  |  | $ | 43,100 |
| 2022 |  | $ | 37,500 |  |  | $ | 5,600 |  |  |  |  | $ | 43,100 |
| 2021 |  | $ | 37,500 |  |  | $ | 5,600 |  |  |  |  | $ | 43,100 |
Jo Ann Quinif | 2023 |  | $ | 45,000 |  |  | $ | 6,300 |  |  |  |  | $ | 51,300 |

(i) Company contributions to the 401(k) Plan and employee health savings accounts are offered to all employees of the Company.
(11) The total compensation reported in this SCT for Ms. Brilliant in 2021 adjusts the corresponding amounts reported in the Company’s annual proxy statements filed in 2022, wherein the Company included the grant date fair value of each discretionary stock bonus award as a stock award in the year for which the stock bonus award was made. In this Proxy Statement and the Company’s proxy statement filed in 2023, the Company has, in accordance with SEC disclosure rules regarding the timing of reporting stock awards, moved the grant date fair value of each discretionary stock bonus award
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to the year in which the stock bonus award was actually granted (i.e., an award that was made for 2021 performance was granted in the first quarter of 2022 and now appears as a stock award in 2022).
(12) Ms. Quinif did not serve as an NEO until 2023.
Grants of Plan-Based Awards for 2023
The following table sets forth information regarding the awards granted to each NEO during 2023 under the Diamond Hill Investment Group, Inc. 2022 Equity and Cash Incentive Plan (the “2022 Plan”).

Name | Grant Date |  | Compensation Committee Action Date(1) |  | All Other Stock Awards: Number of Shares of Stock(2) |  | Grant Date Fair Value of Stock Award
Heather E. Brilliant | 02/18/2023 |  | 01/26/2023 |  | 3,918 |  |  | $ | 750,000 |
Thomas E. Line | 02/18/2023 |  | 01/26/2023 |  | 1,306 |  |  | $ | 250,000 |
Jo Ann Quinif | 02/18/2023 |  | 01/26/2023 |  | 3,134 |  |  | $ | 600,000 |

____________________
(1) The Compensation Committee Action Date represents the date on which the Compensation Committee authorized the award.
(2) The Compensation Committee granted restricted stock LTI Awards to each of Ms. Brilliant, Mr. Line, and Ms. Quinif pursuant to the 2022 Plan. These LTI Awards are intended to represent a portion of their total compensation. The shares of restricted stock granted on February 18, 2023 were unvested and will vest over a three-year period beginning on April 1, 2024, provided that the applicable NEO remains employed by the Company through the applicable vesting dates.
Outstanding Equity Awards at December 31, 2023
The following table summarizes all outstanding equity awards held by the NEOs as of December 31, 2023.

| Stock Awards
Name | Equity Incentive Plan Awards: Number of Unearned Shares That have Not Vested (1) |  | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested(2)
Heather E. Brilliant | 29,073 |  |  | $ | 4,814,198 |
Thomas E. Line | 11,142 |  |  | $ | 1,845,004 |
Jo Ann Quinif | 7,342 |  |  | $ | 1,215,762 |

_______________
(1) These shares represent grants of restricted stock to each of Ms. Brilliant, Mr. Line, and Ms. Quinif pursuant to the 2022 Plan and the Diamond Hill Investment Group, Inc. 2014 Equity and Cash Incentive Plan (the “2014 Plan”). Subject to their continued employment with the Company: (a) Ms. Brilliant received 21,719 shares of restricted stock upon hire that will vest on October 1, 2024; (b) Ms. Brilliant’s restricted stock granted in 2021 under the LTI program will vest on April 1, 2024 (635 shares); (c) Ms. Brilliant’s restricted stock granted in 2022 under the LTI program will vest on April 1, 2024 (1,400 shares), and April 1, 2025 (1,401 shares); (d) Ms. Brilliant’s restricted stock granted in 2023 under the LTI program will vest on April 1, 2024 (1,332 shares), April 1, 2025 (1,293 shares), and April 1, 2026 (1,293 shares); (e) Mr. Line received 8,000 shares of restricted stock that vested on January 1, 2024; (f) Mr. Line’s restricted stock granted in 2021 under the LTI program will vest on April 1, 2024 (529 shares); (g) Mr. Line’s restricted stock granted in 2022 under the LTI program will vest on April 1, 2024 (653 shares) and April 1, 2025 (654 shares); (h) Mr. Line’s restricted stock granted in 2023 under the LTI program will vest on April 1, 2024 (444 shares), April 1, 2025 (431 shares), and April 1, 2026 (431 shares); (i) Ms. Quinif’s restricted stock granted in 2021 under the LTI program will vest on April 1, 2024 (847 shares); (j) Ms. Quinif’s restricted stock granted in 2022 under the LTI program will vest on April 1, 2024 (1,681 shares) and April 1, 2025 (1,680 shares); (k) Ms. Quinif’s restricted stock granted in 2023 under the LTI program will vest on April 1, 2024 (1,066 shares), April 1, 2025 (1,034 shares), and April 1, 2026 (1,034 shares).
(2) The amount in this column represents the value of the awards shown, calculated as the product of the number of shares of restricted stock underlying the award multiplied by $165.59, the closing market price of the Company’s common stock as of December 31, 2023.
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Option Exercises and Stock Vested in 2023
No options have been granted to the NEOs. The following table sets forth information with respect to the stock awards held by the NEOs that vested in 2023.

| Stock Awards
Name | Number of Shares Acquired on Vesting |  | Value Realized on Vesting
Heather E. Brilliant (1) | 2,078 |  |  | $ | 341,997 |
Thomas E. Line (1) | 1,203 |  |  | $ | 197,990 |
Jo Ann Quinif (1) | 2,577 |  |  | $ | 424,123 |

(1) These shares relate to the vesting of restricted stock awards previously granted to Ms. Brilliant, Mr. Line, and Ms. Quinif under the LTI program.
Pension Benefits and Non-Qualified Deferred Compensation
The Company does not maintain any pension plans for NEOs or other employees. In 2023, the Company offered to its NEOs and all other employees the opportunity to participate in one of the two Deferred Compensation Plans.
Deferrals of Incentive Compensation.
Pursuant to the Deferred Compensation Plans, eligible participants may elect to defer up to 50% of the vested stock portion of their annual incentive compensation and up to 100% of the cash portion of their annual incentive compensation for a plan year (the calendar year). Generally, the participant must submit a deferral election by December 31 of the year before the services are to be performed. After the applicable deadline, a deferral election is irrevocable for that plan year, except under circumstances set forth in the Deferred Compensation Plans.
Ms. Brilliant was the only NEO that contributed to the Deferred Compensation Plans in 2023, and she had a balance under such plans as of December 31, 2023.
Potential Payments upon Termination or Change-in-Control
Overview
The Company entered into an employment agreement with Ms. Brilliant on October 26, 2021, an amendment to the employment agreement on March 31, 2023, and an amendment to the employment agreement on November 14, 2023 (as amended, the “Agreement”). A description of the Agreement is set forth below. The Company is not a party to an employment agreement with any other employee, including Mr. Line or Ms. Quinif, and is not obligated to provide change in control benefits to any employee other than Ms. Brilliant. In the sections below, the Company describes the material terms of the Agreement with Ms. Brilliant, and sets forth the payments that would have been received by Ms. Brilliant (or her beneficiaries, as applicable) upon a change in control of the Company or in the event her employment with the Company terminated on December 31, 2023 under various hypothetical scenarios.
Employment Agreement with CEO
The Company entered into the Agreement to align Ms. Brilliant’s compensation more closely with the Company’s employee compensation program changes that were approved in 2020. The Company amended the employment agreement with Ms. Brilliant on March 31, 2023 to reflect that Ms. Brilliant would no longer serve as President of DHCM, and amended it on November 14, 2023 to comply with the requirements of Nasdaq Listing Rule 5608 and to reflect the Company’s Executive Officer Compensation Recoupment and Restitution Policy. The Agreement will expire on December 31, 2026, but will automatically renew for one-year periods unless the Company or Ms. Brilliant provides advance notice that it will not be renewed. The Agreement superseded and replaced the employment agreement entered into between the Company and Ms. Brilliant dated July 5, 2019 (the “Initial Agreement”).
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The agreement provides for an annual base salary of $400,000, which may be increased (but not reduced) by the Board annually. Ms. Brilliant also receives reimbursement for certain travel and other expenses, insurance, and fringe benefits at the levels available to all of the Company’s employees. As long as she remains employed with the Company, Ms. Brilliant will be eligible to receive: (i) an annual Incentive Award, with a target fair market value equal to $1,750,000, and a minimum of at least $600,000; and (ii) an annual LTI Award with a target fair market value equal to $600,000 for each calendar year prior to the full vesting of the initial five-year cliff-vested award of restricted stock on October 1, 2024 that was granted to Ms. Brilliant under the Initial Agreement (“Initial Equity Award”) and a target annual LTI Award of $1,200,000 thereafter. The Board retains complete flexibility to pay meaningfully more or less than these target amounts.
The Incentive Awards and LTI Awards will be determined based upon Ms. Brilliant’s satisfaction of certain performance criteria established by the Board and eligibility requirements under the Company’s Equity and Cash Incentive Plan in effect at that time. The Incentive Awards will also be subject to the Company’s performance during the relevant calendar year. Any such Incentive Award may be paid in cash, Company stock, or a combination thereof, except that at least 40% of any Incentive Award must be paid in cash. The Agreement also contains customary non-competition, non-solicitation, confidentiality, and non-disparagement covenants that apply during the term of the Agreement and for one year following termination of Ms. Brilliant’s employment with the Company.
Termination without Cause
If the Company terminates Ms. Brilliant’s employment without “Cause”, she would be entitled to the following payments, which are quantified to reflect the amounts she would have received had her employment been terminated on December 31, 2023:
1.Her accrued but unpaid base salary and vacation and unreimbursed business expenses as of the date of termination ($0 at December 31, 2023);
2.Payments, if any, under other benefit plans and programs in effect at the time ($0 at December 31, 2023; the Company has no benefit plans that would result in payments upon termination);
3.Any Incentive Award for a completed year that has not yet been paid as of the date of termination ($1,500,000 at December 31, 2023);
4.Any LTI Award and/or Initial Equity Award for a completed year that has been granted but not yet vested ($4,814,198 at December 31, 2023);
5.A lump sum payment equal to her base salary in effect at the date of termination ($400,000 at December 31, 2023);
6.A lump sum payment equal to the amount of the Incentive Award made to Ms. Brilliant for the calendar year preceding termination of employment, prorated for the number of days during the calendar year in which the termination of employmen t occurs ($1,900,000 at December 31, 2023); a nd
7.A single lump sum payment equal to the fair market value of the portion of any LTI Award that would have vested for the calendar year in which termination of employment occurs ($344,096 at December 31, 2023).
Under the Agreement, “Cause” generally includes material violations of the Company’s employment policies, conviction of crime involving moral turpitude, violations of securities or investment adviser laws, causing the Company to violate a law which may result in penalties exceeding $250,000, materially breaching the Agreement, or fraud, willful misconduct, or gross negligence in carrying out her duties.
Termination for Good Reason
Ms. Brilliant may terminate her employment for “Good Reason” (as defined in the Agreement), which generally includes reduction of her annual base salary, requiring her to relocate her principal place of business to a location more than 50 miles from its current location, assignment to her of duties inconsistent with her position and authority, a requirement that she no longer report directly to the Board, or a breach by the Company of the Agreement. If she terminates her employment for Good Reason, Ms. Brilliant is entitled to all of the payments described in numbers 1 through 6 in the “Termination without Cause” section above.
Voluntary Termination, Termination for Cause, or Expiration of Agreement
If Ms. Brilliant terminates the Agreement voluntarily other than for “Good Reason” or if the Company terminates Ms. Brilliant for “Cause”, the Company has no obligation to pay any unearned compensation or continue any benefits. In such instances, Ms. Brilliant will be entitled to receive only the payments set forth in numbers 1 and 2 in the “Termination without
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Cause” section above. If the Agreement expires in accordance with its terms, Ms. Brilliant will be entitled to receive the payments set forth in numbers 1 through 3 in the “Termination without Cause” section above.
Termination Due to Death or Disability
If Ms. Brilliant’s employment terminates due to her death, her estate will be entitled to receive: (i) the payments set forth in numbers 1 through 3 in the “Termination without Cause” section above; and (ii) any LTI Award and Initial Equity Award for a completed year that has been granted but not yet vested ($4,814,198 at December 31, 2023), which grant shall then vest in accordance with the terms of the relevant compensation plan or award agreement, as applicable.
In the event of Ms. Brilliant’s “Permanent Disability” (as defined in the Agreement), she will be entitled to receive the payments set forth in numbers 1 through 3 in the “Termination without Cause” section above.
Change in Control
Upon the occurrence of a “Change in Control” (as defined under the 2014 Plan or the 2022 Plan, as applicable), all unvested restricted stock awards of any employee will immediately vest and become exercisable. In addition, the Compensation Committee, in its sole discretion, may determine to make a cash payment to any employee in exchange for the cancellation of their restricted stock awards or issue substitute awards that substantially preserve the value, rights, and benefits of any affected restricted stock awards.
In the case of each of Ms. Brilliant, Mr. Line, and Ms. Quinif, such a Change in Control would result in the immediate vesting of all outstanding unearned shares that have not vested which for Ms. Brilliant would be $4,814,198 at December 31, 2023, for Mr. Line would be $1,845,004 at December 31, 2023, and for Ms. Quinif would be $1,215,762 at December 31, 2023.
In the event that a “Change in Control” (as defined in the Agreement) of the Company occurs and, within six months prior or 24 months following such Change in Control, Ms. Brilliant’s employment is terminated by the Company or its successor without Cause, or Ms. Brilliant terminates her employment for Good Reason, she will be entitled to the following payments from the Company or its successor, in addition to the applicable payments set forth in numbers 1 through 3 in the “Termination without Cause” section above:
•A lump sum payment equal to the greater of: (1) her base salary in effect at termination of employment; or (2) the base salary paid to her for the most recently completed calendar year ($400,000 at December 31, 2023);
•A lump sum payment equal to her Incentive Award for the calendar year preceding termination of employment ($1,900,000 at December 31, 2023);
•A pro-rated lump-sum payment equal to the target annual Incentive Award for the calendar year in which the termination of employment occurs ($1,500,000 at December 31, 2023);
•Full vesting of her previously granted LTI Awards, to the extent not previously vested in a Change in Control transaction (7,354 shares valued at $1,217,750 at December 31, 2023); and
•Full vesting of her Initial Equity Award of 21,719 shares, to the extent not previously vested in a Change in Control transaction ($3,596,449 at December 31, 2023).
Pay Ratio Disclosure
As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, the table below shows the ratio of the median annual total compensation of all Company employees (excluding the CEO) to the annual total compensation of the CEO as presented in the SCT. In determining the median employee, a listing was prepared of all current employees as of December 31, 2023. To determine the median employee, the Company included 2023 base salary and incentive compensation (annualized for those employees that were not employed for the full year of 2023). Once the median employee was identified, for purposes of comparison to the CEO, the Company then calculated the compensation for that employee in the same manner as the total compensation shown for the CEO in the SCT. The following types of compensation are included in the “Median Employee total annual compensation” below: base salary, discretionary cash bonus, stock awards for 2022 granted in 2023, contributions to the 401(k) plan, and contributions to an employee’s Health Savings Account.
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Median Employee total annual compensation | $ | 350,722 |  |
Heather E. Brilliant, CEO, total annual compensation | $ | 2,702,743 |  |
Ratio of CEO to median employee compensation | 7.7 : 1 |

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Pay Versus Performance Table
As required by Item 402(v) of Regulation S-K, the Company is providing the following information regarding the relationship between the “compensation actually paid” (“CAP”) for its NEOs and certain financial performance measures. The CAP to the NEOs as reported in this section of the Proxy Statement does not reflect the actual amount of compensation earned by or paid to the NEOs, but is a calculation derived from the total compensation reported for each NEO in the SCT, as adjusted pursuant to the requirements of Item 402(v) of Regulation S-K. Additional discussion of the Company’s philosophy on pay for performance is available above under the heading “Compensation Discussion and Analysis”.

|  |  |  |  |  |  |  |  |  | Value of initial fixed $100 investment based on: |  |
Year |  | Summary compensation table total for PEO(1) |  | Compensation actually paid to PEO(2) |  | Average summary compensation table total for non-PEO NEOs(3) |  | Average compensation actually paid to non-PEO NEOs (4) |  | Total shareholder return(5) |  | Peer group total shareholder return(6) |  | Net income |  | Adjusted net operating income(7)
(a) |  | (b) |  | (c) |  | (d) |  | (e) |  | (f) |  | (g) |  | (h) |  | (i)
2023 |  | $ | 2,702,743 |  |  | $ | 2,247,845 |  |  | $ | 1,494,700 |  |  | $ | 1,320,528 |  |  | $ | 156 |  |  | $ | 182 |  |  | $ | 43,085,548 |  |  | $ | 41,434,000 |
2022 |  | $ | 3,999,171 |  |  | $ | 4,091,451 |  |  | $ | 1,268,100 |  |  | $ | 1,308,631 |  |  | $ | 168 |  |  | $ | 132 |  |  | $ | 36,870,762 |  |  | $ | 60,352,296 |
2021 |  | $ | 3,147,029 |  |  | $ | 4,738,862 |  |  | $ | 1,293,100 |  |  | $ | 1,933,397 |  |  | $ | 167 |  |  | $ | 170 |  |  | $ | 75,589,539 |  |  | $ | 83,680,496 |
2020 |  | $ | 1,425,774 |  |  | $ | 1,877,746 |  |  | $ | 1,043,100 |  |  | $ | 1,209,580 |  |  | $ | 115 |  |  | $ | 134 |  |  | $ | 38,165,138 |  |  | $ | 47,974,867 |

(1) The dollar amounts in column (b) are the amounts reported in the “Total” column of the SCT for the Company’s principal executive officer (“PEO”), Ms. Brilliant, for each applicable year. Ms. Brilliant was the only PEO for each year reported in this table.
(2) The dollar amounts in column (c) represent the CAP to the PEO. The determination of CAP in accordance with Item 402(v) of Regulation S-K requires the following adjustments to the amounts reported in the “Total” column of the SCT:

|  | 2023 |  | 2022 |  | 2021 |  | 2020
Average SCT total |  | $ | 2,702,743 |  |  | $ | 3,999,171 |  |  | $ | 3,147,029 |  |  | $ | 1,425,774 |
Less stock awards per SCT(i) |  | (750,000) |  |  | (1,650,000) |  |  | (1,300,000) |  |  | (380,000) |
Equity award adjustments(ii): |  |  |  |  |  |  |  |
Year end fair value of equity awards granted in the year and unvested at year end(iii) |  | 648,782 |  |  | 785,225 |  |  | 373,504 |  |  | — |
Year over year change in fair value of outstanding and unvested equity awards(iv) |  | (488,761) |  |  | (211,729) |  |  | 976,486 |  |  | 191,344 |
Fair value as of vesting date of equity awards granted and vested in the year(v) |  | — |  |  | 900,000 |  |  | 1,000,000 |  |  | 380,000 |
Year over year change in fair value of equity awards granted in prior years that vested in the year(vi) |  | (42,474) |  |  | (4,525) |  |  | — |  |  | — |
Value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation(vii) |  | 177,555 |  |  | 273,309 |  |  | 541,843 |  |  | 260,628 |
CAP to the PEO |  | $ | 2,247,845 |  |  | $ | 4,091,451 |  |  | $ | 4,738,862 |  |  | $ | 1,877,746 |

(i) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column of the SCT.
(ii) The relevant required equity award adjustments for each year presented include the addition or subtraction, as applicable, of the following:
(iii) The year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of that year;
(iv) The amount of change as of the end of the applicable year (from the end of the prior year) in fair value of any equity awards granted in prior years that are outstanding and unvested as of the end of the applicable year;
(v) For equity awards that are granted and vest in same applicable year, the fair value as of the vesting date;
(vi) For equity awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior year) in fair value; and
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(vii) The dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year.
(3) The dollar amounts in column (d) represent the average of the amounts reported in the “Total” column of the SCT for the NEOs as a group (excluding the PEO) for each applicable year. Mr. Line, the Company’s principal financial officer, was its only non-PEO NEO for 2020, 2021, and 2022. Mr. Line and Ms. Quinif were the Company’s non-PEO NEOs for 2023.
(4) The dollar amounts in column (e) represent the CAP to the non-PEO NEOs. The determination of CAP in accordance with Item 402(v) of Regulation S-K requires the following adjustments to the amounts reported in the “Total” column of the SCT. The adjustments made to determine the CAP to the non-PEO NEOs are of the same nature as described in footnotes (2)(i)-(vii) above for the PEO and are as follows:

|  | 2023 |  | 2022 |  | 2021 |  | 2020
Average SCT total |  | $ | 1,494,700 |  |  | $ | 1,268,100 |  |  | $ | 1,293,100 |  |  | $ | 1,043,100 |
Less stock awards per SCT(i) |  | (425,000) |  |  | (350,000) |  |  | (250,000) |  |  | (300,000) |
Equity award adjustments(ii): |  |  |  |  |  |  |  |
Year end fair value of equity awards granted in the year and unvested at year end(iii) |  | 367,610 |  |  | 366,525 |  |  | 311,351 |  |  | — |
Year over year change in fair value of outstanding and unvested equity awards(iv) |  | (136,437) |  |  | (83,424) |  |  | 359,680 |  |  | 70,480 |
Fair value as of vesting date of equity awards granted and vested in the year(v) |  | — |  |  | — |  |  | — |  |  | 300,000 |
Year over year change in fair value of equity awards granted in prior years that vested in the year(vi) |  | (38,632) |  |  | (3,777) |  |  | — |  |  | — |
Value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation(vii) |  | 58,287 |  |  | 111,207 |  |  | 219,266 |  |  | 96,000 |
Average CAP to the non-PEO NEOs |  | $ | 1,320,528 |  |  | $ | 1,308,631 |  |  | $ | 1,933,397 |  |  | $ | 1,209,580 |

(5) Cumulative total shareholder return (“TSR”) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s stock price at the end and the beginning of the measurement period by the Company’s stock price at the beginning of the measurement period.
(6) The dollar amounts in column (g) represent the weighted peer group TSR, weighted according to the respective company’s stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the Russell 2000 Asset Managers & Custodians (“R2000 A&C Index”), which is comprised of the Asset Managers & Custodians subsector of the Russell 2000 Index. The R2000 A&C Index used to calculate the returns includes the following companies:

AlTi Global, Inc.(j) | Cowen Inc. | Patria Investments Ltd.(j)
Altisource Portfolio Solutions S.A. | Diamond Hill Investment Group, Inc. | Perella Weinberg Partners
Ares Management Corporation | Federated Hermes, Inc. | PJT Partners, Inc.
Arlington Asset Investment Corp. | Focus Financial Partners, Inc. | Pzena Investment Management, Inc.
Artisan Partners Asset Management, Inc. | GAMCO Investors, Inc. | Sculptor Capital Management, Inc.
Ashford Inc. | GCM Grosvenor, Inc. | Silvercrest Asset Management Group Inc.
AssetMark Financial Holdings, Inc. | Greenhill & Co., Inc. | StepStone Group, Inc.
Associated Capital Group, Inc. | Hamilton Lane Incorporated | Victory Capital Holdings, Inc.
Avantax, Inc. | Manning & Napier, Inc. | Virtus Investment Partners, Inc.
B. Riley Financial, Inc. | MMA Capital Holdings, Inc. | Waddell & Reed Financial, Inc.
BrightSphere Investment Group, Inc. | Morgan Group Holding Co. | Westwood Holdings Group, Inc.
Brookfield Business Corp. | Oppenheimer Holdings Inc. | WisdomTree, Inc.
Cohen & Steers, Inc. | P10, Inc.(j) |

(j) Added to the R2000 A&C Index in 2023.
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Financial Engines, Inc. and Medley Management, Inc. were removed from the R2000 A&C Index in 2023.
(7) The company-selected measure (“CSM”) is adjusted net operating income, which adjusts net operating income, as calculated in accordance with GAAP, for the impact of market movements on the deferred compensation liability and related economic hedges, and the impact of the Consolidated Funds. Adjusted net operating income is a non-GAAP financial measure. The Company believes this measure and other non-GAAP financial measures provide relevant and meaningful information to investors about its core operating results. See the “Annex – Reconciliation of Non-GAAP Financial Measures” section of the Annual Letter to Shareholders included with this Proxy Statement. While the Company uses several financial and non-financial performance measures for the purpose of evaluating its executive compensation programs, it has determined that adjusted net operating income is the financial performance measure that represents the most important performance measure used by it to link CAP to the NEOs, for the most recently completed year, to the Company’s performance.
Tabular List of Important Performance Measures
As described in greater detail above under the heading “Compensation Discussion and Analysis”, the metrics that the Company uses for both its long-term and short-term incentive awards are selected based on an objective of aligning the interests of its NEOs with the interest of its shareholders. The Company considers the measures below to be the most important to link CAP to the NEOs for the most recently completed year to its performance.

Performance Measure
Adjusted net operating income
Adjusted operating profit margin
Adjusted diluted earnings per share
Long-term investment performance

For an explanation of how the non-GAAP financial measures above are derived from the Company’s audited consolidated financial statements, see the “Annex – Reconciliation of Non-GAAP Financial Measures” section of the Annual Letter to Shareholders included with this Proxy Statement.
Analysis of Information Presented in the Pay Versus Performance Table
As described in greater detail above under the heading “Compensation Discussion and Analysis”, the Company’s executive compensation program reflects a variable pay for performance philosophy. While the Company considers several performance indicators to align executive compensation with its performance, not all of those performance indicators are presented in the “Pay Versus Performance” Table. The Company does not specifically align its performance measures with CAP, as computed in accordance with Item 402(v) of Regulation S-K. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the “Pay Versus Performance” Table.
The Company determines NEO compensation, in part, based on its core operating results. It believes that adjusted net operating income (its CSM) provides the most relevant and meaningful information regarding its core operating results. Adjusted net operating income is a non-GAAP financial measure. See the “Annex – Reconciliation of Non-GAAP Financial Measures” section of the Annual Letter to Shareholders included with this Proxy Statement. The following graph compares the change in CAP to the PEO and non-PEO NEOs with the Company’s net income and its adjusted net operating income for the four-year period ended December 31, 2023.
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The above table includes the change in the total value of all outstanding unvested equity awards held by the PEO and non-PEO NEOs. Due to the large amount of unvested equity awards held by the PEO, the annual change in CAP to the PEO may be more volatile that the other measures shown in the graph above.
The following graph compares the change in CAP to the PEO and non-PEO NEOs, with the Company’s TSR, and the TSR for the R2000 A&C Index for the four-year period ended December 31, 2023. The R2000 A&C Index is comprised of the Asset Managers & Custodians sub-sector of the Russell 2000 Index. The Company uses the R2000 A&C Index as its peer group comparison because it believes that index is the most relevant, comparable index available.
The change in CAP includes the change in the total value of all outstanding unvested equity awards held by the PEO and non-PEO NEOs. Due to the large amount of unvested equity awards held by the PEO, the annual change in CAP to PEO may be more volatile than the other measures shown in the graph above.
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PROPOSAL 2 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of the independent registered public accounting firm retained to audit the Company’s consolidated financial statements. To carry out this responsibility, the Audit Committee engages in an evaluation of the independent registered public accounting firm’s qualifications, performance, and independence. The Audit Committee also periodically considers whether the independent registered public accounting firm should be rotated and the advisability and potential impact of selecting a different independent registered public accounting firm.
The Audit Committee has reappointed KPMG to serve as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2024. KPMG was first appointed to serve as the Company’s independent registered public accounting firm on October 24, 2012, and served as its independent registered public accounting firm for fiscal year ended December 31, 2023.
The Audit Committee and the Board believe that the continued retention of KPMG as the Company’s independent registered public accounting firm is in the best interests of the Company and its shareholders, and the Audit Committee is asking shareholders to ratify the selection of KPMG as its independent registered public accounting firm for fiscal year ending December 31, 2024.
Representatives of KPMG are expected to be present at the Annual Meeting and will have the opportunity to make a statement, if they so desire, and respond to appropriate questions from shareholders.
THE AUDIT COMMITTEE AND THE BOARD UNANIMOUSLY RECOMMEND THAT YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF KPMG AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR ENDING DECEMBER 31, 2024.
If Proposal 2 is not approved, the Audit Committee will reconsider the appointment of KPMG as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2024, and may or may not make any changes to such appointment.
AUDIT COMMITTEE MATTERS
Fees Charged by the Independent Registered Public Accounting Firm
The following table summarizes the fees billed by KPMG for services rendered to the Company and its subsidiaries during 2023 and 2022.

| Year Ended |  | Year Ended
| 12/31/2023 |  | 12/31/2022
Audit Fees(1) | $ | 266,250 |  |  | $ | 262,500 |
Audit-Related Fees | — |  |  | — |
Tax Fees (2) | 61,380 |  |  | 72,250 |
All Other Fees | — |  |  | — |
Total Fees | $ | 327,630 |  |  | $ | 334,750 |

____________________
(1) Audit Fees include professional services rendered for the audit of annual financial statements, reviews of quarterly financial statements, issuance of consents, and assistance with review of other documents filed with the SEC.
(2) Tax Fees include professional services rendered for tax preparation and compliance.
Pre-Approval by Audit Committee
The Audit Committee has adopted policies and procedures that set forth the manner in which the committee will review and approve all audit and non-audit services proposed to be provided by the independent registered public accounting firm (the “Services”) to ensure that the provision of the Services does not impair the firm’s independence. The pre-approval policies and procedures are as follows:
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•The Audit Committee has established a pre-approval fee cap of $25,000, under which any Services in excess of the $25,000 fee cap must be submitted to the Audit Committee for review and pre-approval, and any Services less than the $25,000 fee cap must be approved by the CFO and then reported to the Audit Committee at its next regularly scheduled meeting; and
•Pre-approval actions taken during Audit Committee meetings are recorded in the minutes of the meetings.
In determining whether to approve the proposed Services, the Audit Committee and the CFO consider whether such Services are consistent with the SEC’s and the Public Company Accounting Oversight Board (“PCAOB”) rules on auditor independence. All of the Services related to audit-related fees, tax fees, or all other fees described above were pre-approved by the Audit Committee.
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Audit Committee Report
During 2023, the Audit Committee was comprised of independent directors operating under a written charter adopted by the Board, the most current version of which is available on the Company’s website, ir.diamond-hill.com, under “Corporate Information - Corporate Governance”. Annually, the Audit Committee engages the Company’s independent registered public accounting firm. KPMG served as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2023.
Management is responsible for preparation of the Company’s financial statements and for designing and maintaining the Company’s systems of internal controls and financial reporting processes. The Company’s independent registered public accounting firm is responsible for performing an audit of the Company’s consolidated financial statements in accordance with standards of the PCAOB and issuing reports on the Company’s financial statements and the effectiveness of the Company’s internal controls over financial reporting. The Audit Committee’s responsibility is to provide independent, objective oversight of these processes.
Pursuant to this responsibility, the Audit Committee reviewed and held discussions with management and KPMG regarding the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2023. The Audit Committee reviewed the audit plan and scope with KPMG. The Audit Committee also met with KPMG without management present to discuss the results of their audit work, their evaluation of the Company’s system of internal controls and the quality of the Company’s financial reporting.
The Audit Committee also discussed with KPMG the matters required to be discussed by the applicable requirements of the PCAOB and SEC. The Audit Committee has received the written disclosures and the letter from KPMG required by applicable requirements of the PCAOB regarding KPMG’s communications with the Audit Committee concerning independence, and has discussed with KPMG its independence from management and the Company.
Management has represented to the Audit Committee that the Company’s consolidated financial statements for the year ended December 31, 2023, were prepared in accordance with GAAP. Based on the Audit Committee’s discussions with management and KPMG and its review of KPMG’s report to the Audit Committee, the Audit Committee recommended to the Board (and the Board has approved) that the audited consolidated financial statements be included in the Form 10-K filed with the SEC.
Submitted by the Audit Committee of the Board:
Richard S. Cooley
James F. Laird
Paula R. Meyer
Nicole R. St. Pierre
L’Quentus Thomas, Chair
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PROPOSAL 3 - ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS
As described under the heading “Compensation Discussion and Analysis” of this Proxy Statement, the Board believes that executive compensation should be linked with the Company’s performance and significantly aligned with the interests of the Company’s shareholders. In addition, the Company’s executive compensation program is designed to allow it to retain, and recognize the contributions of, employees who play a significant role in its current and future success. The Board urges you to read the “Compensation Discussion and Analysis” section and the executive compensation tables and related disclosure in this Proxy Statement for a detailed description of the 2023 compensation of its NEOs.
The vote on this resolution is not intended to address any specific element of compensation. Rather, the advisory vote relates to the overall compensation of the Company’s NEOs. This vote is advisory, and therefore, not binding on the Company, the Board, or the Compensation Committee. However, the Board and the Compensation Committee will review the voting results and will take into account the outcome of the vote when determining future compensation for the Company’s NEOs.
Accordingly, the Board asks shareholders to vote on the following resolution:
RESOLVED, that the Company’s shareholders approve, on an advisory basis, the 2023 compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2024 Annual Meeting of Shareholders pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables, and the related narrative discussion.
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ADVISORY APPROVAL OF THE 2023 COMPENSATION OF THE COMPANY’S NEOS AS DISCLOSED IN THIS PROXY STATEMENT PURSUANT TO ITEM 402 OF REGULATION S-K.
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ADDITIONAL INFORMATION
SHAREHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS
Given the Company’s relatively small size, limited number of record shareholders, and the Board’s consistent practice of being open to receiving direct communications from shareholders, the Board believes that it is not necessary to implement, and the Company does not have, a formal process for, shareholders to send communications to the Board. Current practice is to forward any communication received by the Company and addressed to: (i) the full Board, to the Board Chair; (ii) a group of directors, to a member of the group; or (iii) an individual director, to that person.
SHAREHOLDER PROPOSALS FOR 2025 ANNUAL MEETING
Shareholders are entitled to submit proposals on matters appropriate for shareholder action consistent with SEC rules and the Company’s Amended and Restated Code of Regulations (the “Regulations”). Should a shareholder wish to have a proposal appear in the Company’s proxy statement and proxy card for the 2025 Annual Meeting of Shareholders, under applicable SEC rules, the proposal must be received by the Company’s Secretary on or before November 25, 2024, and must otherwise comply with the requirements of Rule 14a-8 under the Exchange Act. The Company will not be required to include in its proxy statement and proxy card a shareholder proposal that is received after that date or that otherwise fails to meet the requirements for shareholder proposals established by applicable SEC rules.
The advance notice provisions of the Regulations govern the submission of director nominations and other business proposals that a shareholder wishes to have considered at an annual meeting of shareholders, but which may not be included in the Company’s proxy statement for that meeting. Under the Regulations, director nominations or other business proposals to be addressed at the Company’s 2025 Annual Meeting of Shareholders may be made by a shareholder entitled to vote who has delivered a notice to the Secretary of the Company not later than the close of business on February 10, 2025 and not earlier than January 9, 2025. If a shareholder intends to present a proposal at the Company’s 2025 Annual Meeting of Shareholders without inclusion of that proposal in the Company’s 2025 proxy materials and written notice of the proposal is not received by the Company on or before the deadline imposed by the advance notice provisions of the Regulations, or if the Company meets other requirements of the SEC rules, proxies solicited by the Board for the Company’s 2025 Annual Meeting of Shareholders will confer discretionary authority on the proxy holders named therein to vote on the proposal at the meeting. In addition, shareholders who intend to solicit proxies for the Company’s 2025 Annual Meeting of Shareholders in support of director nominees other than the Company’s nominees must provide notice to the Company in accordance with, and within the period prescribed in, the advance notice provisions of the Regulations.
The advance notice provisions in the Regulations are in addition to, and separate from, the requirements that a shareholder must meet in order to have a proposal included in the proxy statement and proxy card under the rules of the SEC. To be eligible for consideration at an annual meeting of shareholders, a shareholder’s proposal and notice thereof must otherwise comply with the procedures and requirements of the Regulations and applicable SEC rules.
All notices described in this section shall be sent to, and a copy of the Regulations may be obtained from, Carlotta D. King, Secretary, Diamond Hill Investment Group, Inc., 325 John H. McConnell Boulevard, Suite 200, Columbus, Ohio 43215.
SHAREHOLDERS SHARING THE SAME ADDRESS
SEC rules allow multiple shareholders residing at the same address the convenience of receiving a single copy of the Annual Report and proxy materials if they consent to do so (“householding”). Householding, which has been instituted by the Company, is permitted only in certain circumstances, including when a shareholder has the same last name and address as one or more additional shareholders. If the required conditions are met, and SEC rules allow, a shareholder’s household may receive a single copy of the Annual Report and proxy materials. The householding procedure reduces the volume of duplicate information shareholders receive and reduces expenses. If you are a shareholder and: (i) you wish to receive separate Annual Reports and proxy materials, either this year or in the future, or (ii) members of your household receive multiple copies of the Annual Report and proxy materials and you wish to request householding, you may contact the Company’s transfer agent, Equiniti Trust Company at P.O. Box 64874, St. Paul, Minnesota 55164-0874, or by phone at (800) 401-1957, or write to Carlotta D. King, Secretary, at 325 John H. McConnell Boulevard, Suite 200, Columbus, Ohio 43215, or by phone at (614) 255-3333.
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In addition, many brokerage firms and other holders of record have instituted householding. If your family has one or more “street name” accounts under which the Company’s stock is beneficially owned, you may have received householding information from your broker, financial institution, or other nominee in the past. Please contact the holder of record directly if you have questions, require additional copies of this Proxy Statement or the Annual Report or wish to revoke your decision to household and thereby receive multiple copies. You should also contact the holder of record if you wish to institute householding. These options are available to you at any time.
OTHER BUSINESS
As of the date of this Proxy Statement, the Board knows of no business to be acted upon at the Annual Meeting other than Proposal 1, Proposal 2, and Proposal 3, each as described in this Proxy Statement. However, if any other business properly comes before the Annual Meeting, the persons named as proxy holders on the accompanying proxy card will vote and act on such matters in accordance with their best judgment in light of the conditions then prevailing, to the extent permitted under applicable law.
The Company appreciates your prompt completion, execution, and delivery of your proxy card or your submission of voting instructions electronically over the Internet or by telephone. Whether or not you expect to attend the Annual Meeting, please complete and sign the proxy card and return it in the enclosed envelope, or vote your proxy electronically via the Internet or telephonically.
By Order of the Board of Directors
Carlotta D. King
Secretary
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